##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549





Form 10-Q





(Mark one)

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

For the quarterly period ended June 30, 2009

OR



| ̈ | 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 000-51623





Cynosure, Inc.

(Exact name of
registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-3125110                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|5 Carlisle Road Westford, MA                                   |  | 01886                               
|(Address of principal executive offices)                       |  | (Zip code)                          

(978) 256-4200

(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.    x  Yes     ̈  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 smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



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

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

The number of shares outstanding of each of the registrants classes of common stock, as of August 3, 2009:



|                                       |  |                 
|-------------------------------------- |  | ----------------
|Class                                  |  | Number of Shares
|Class A Common Stock, $0.001 par value |  | 9,772,143       
|Class B Common Stock, $0.001 par value |  | 2,975,297       









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##### Table of Contents

Cynosure, Inc.

Table of Contents



|                                                                 |  |                                                                                                        |  |         
|---------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | --------
|                                                                 |  |                                                                                                        |  | Page No.
|PART I                                                           |  | Financial Information                                                                                  |  |         
|                                                                 |  |                                                                                                       
|Item 1.                                                          |  | Consolidated Financial Statements (Unaudited)                                                          |  |         
|                                                                 |  | Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008                                  |  | 1       
|                                                                 |  | Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 2009 and 2008 |  | 2       
|                                                                 |  | Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 2009 and 2008           |  | 3       
|                                                                 |  | Notes to Consolidated Financial Statements                                                             |  | 4       
|Item 2.                                                          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 12      
|Item 3.                                                          |  | Quantitative and Qualitative Disclosures About Market Risk                                             |  | 20      
|Item 4.                                                          |  | Controls and Procedures                                                                                |  | 21      
|                                                                 |  |                                                                                                       
|PART II                                                          |  | Other Information                                                                                      |  |         
|                                                                 |  |                                                                                                       
|Item 1.                                                          |  | Legal Proceedings                                                                                      |  | 22      
|Item 1A.                                                         |  | Risk Factors                                                                                           |  | 23      
|Item 2.                                                          |  | Unregistered Sales of Equity Securities and Use of Proceeds                                            |  | 23      
|Item 4.                                                          |  | Submission of Matters to a Vote of Security Holders                                                    |  | 23      
|Item 6.                                                          |  | Exhibits                                                                                               |  | 23      
|SIGNATURES                                                       |  | 24                                                                                                    
|EXHIBIT INDEX                                                    |  | 25                                                                                                    
|                                                                 | 
|EX-31.1 Section 302 Certification of Principal Executive Officer |  |                                                                                                       
|                                                                 | 
|EX-31.2 Section 302 Certification of Principal Financial Officer |  |                                                                                                       
|                                                                 | 
|EX-32.1 Section 906 Certification of Principal Executive Officer |  |                                                                                                       
|                                                                 | 
|EX-32.2 Section 906 Certification of Principal Financial Officer |  |                                                                                                       



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##### Table of Contents

Cynosure, Inc.

Consolidated Balance Sheets

(in thousands)



|                                                                                          |  |                         |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                          |  | (unaudited)June 30,2009 |         |   | December 31,2008 |  
|Assets                                                                                    |  |                         |         |   |                  |   |         |  
|Current assets:                                                                           |  |                         |         |   |                  |   |         |  
|Cash and cash equivalents (Note 4)                                                        |  | $                       | 48,174  |   |                  | $ | 49,257  |  
|Marketable securities (Notes 4 and 5)                                                     |  |                         | 21,305  |   |                  |   | 25,112  |  
|Short-term investments and related financial instruments (Notes 4 and 5)                  |  |                         | 19,187  |   |                  |   |        |  
|Accounts receivable, net                                                                  |  |                         | 17,118  |   |                  |   | 25,156  |  
|Amounts due from related party (Note 11)                                                  |  |                         | 44      |   |                  |   | 40      |  
|Inventories                                                                               |  |                         | 26,981  |   |                  |   | 30,248  |  
|Prepaid expenses and other current assets                                                 |  |                         | 8,932   |   |                  |   | 4,331   |  
|Deferred income taxes                                                                     |  |                         | 6,838   |   |                  |   | 6,825   |  
|                                                                                          |  |                         |         |   |                  |   |         |  
|Total current assets                                                                      |  |                         | 148,579 |   |                  |   | 140,969 |  
|                                                                                          |  |                         |         |   |                  |   |         |  
|Property and equipment, net                                                               |  |                         | 10,346  |   |                  |   | 8,422   |  
|Long-term investments and related financial instruments (Notes 4 and 5)                   |  |                         |        |   |                  |   | 21,082  |  
|Other assets                                                                              |  |                         | 2,794   |   |                  |   | 2,649   |  
|                                                                                          |  |                         |         |   |                  |   |         |  
|Total assets                                                                              |  | $                       | 161,719 |   |                  | $ | 173,122 |  
|                                                                                          |  |                         |         |   |                  |   |         |  
|Liabilities and Stockholders Equity                                                      |  |                         |         |   |                  |   |         |  
|Current liabilities:                                                                      |  |                         |         |   |                  |   |         |  
|Accounts payable                                                                          |  | $                       | 3,927   |   |                  | $ | 5,095   |  
|Amounts due to related party (Note 11)                                                    |  |                         | 2,907   |   |                  |   | 6,083   |  
|Accrued expenses                                                                          |  |                         | 10,742  |   |                  |   | 15,602  |  
|Deferred revenue                                                                          |  |                         | 4,813   |   |                  |   | 4,296   |  
|Capital lease obligation                                                                  |  |                         | 338     |   |                  |   | 398     |  
|                                                                                          |  |                         |         |   |                  |   |         |  
|Total current liabilities                                                                 |  |                         | 22,727  |   |                  |   | 31,474  |  
|                                                                                          |  |                         |         |   |                  |   |         |  
|Capital lease obligation, net of current portion                                          |  |                         | 287     |   |                  |   | 436     |  
|Deferred revenue, net of current portion                                                  |  |                         | 534     |   |                  |   | 407     |  
|Other noncurrent liability                                                                |  |                         | 445     |   |                  |   | 451     |  
|                                                                                          |  |                        
|Commitments and contingencies (Note 10)                                                   |  |                         |         |   |                  |   |         |  
|                                                                                          |  |                        
|Stockholders equity:                                                                     |  |                         |         |   |                  |   |         |  
|Preferred stock, $0.001 par value                                                         |  |                         |         |   |                  |   |         |  
|Authorized  5,000 shares                                                                 |  |                         |         |   |                  |   |         |  
|Issued  none                                                                             |  |                         |        |   |                  |   |        |  
|Class A and Class B common stock, $0.001 par value                                        |  |                         |         |   |                  |   |         |  
|Authorized  70,000 shares                                                                |  |                         |         |   |                  |   |         |  
|Issued  12,746 and 12,734 shares as of June 30, 2009 and December 31, 2008, respectively |  |                         | 13      |   |                  |   | 13      |  
|Additional paid-in capital                                                                |  |                         | 115,369 |   |                  |   | 111,892 |  
|Retained earnings                                                                         |  |                         | 24,186  |   |                  |   | 30,531  |  
|Accumulated other comprehensive loss                                                      |  |                         | (1,555  | ) |                  |   | (1,795  | )
|Treasury stock, 36 shares, at cost                                                        |  |                         | (287    | ) |                  |   | (287    | )
|                                                                                          |  |                         |         |   |                  |   |         |  
|Total stockholders equity                                                                |  |                         | 137,726 |   |                  |   | 140,354 |  
|                                                                                          |  |                         |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                |  | $                       | 161,719 |   |                  | $ | 173,122 |  
|                                                                                          |  |                         |         |   |                  |   |         |  

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



1



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##### Table of Contents

Cynosure, Inc.

Consolidated Statements of Operations

(Unaudited, in thousands, except per
share data)



|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|-------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------
|                                                   |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30,
|                                                   |  | 2009                       |        |   | 2008                     |   |        | 2009 |  |   | 2008   
|Revenues                                           |  | $                          | 20,813 |   |                          | $ | 39,195 |      |  | $ | 35,629  |   |  | $ | 75,958
|Cost of revenues                                   |  |                            | 8,737  |   |                          |   | 12,878 |      |  |   | 14,537  |   |  |   | 25,249
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Gross profit                                       |  |                            | 12,076 |   |                          |   | 26,317 |      |  |   | 21,092  |   |  |   | 50,709
|                                                   |  |                            |        |  
|Operating expenses:                                |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Sales and marketing                                |  |                            | 10,423 |   |                          |   | 14,085 |      |  |   | 20,953  |   |  |   | 27,279
|Research and development                           |  |                            | 1,696  |   |                          |   | 1,801  |      |  |   | 3,437   |   |  |   | 3,614 
|General and administrative                         |  |                            | 4,049  |   |                          |   | 3,638  |      |  |   | 7,929   |   |  |   | 7,125 
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Total operating expenses                           |  |                            | 16,168 |   |                          |   | 19,524 |      |  |   | 32,319  |   |  |   | 38,018
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|(Loss) income from operations                      |  |                            | (4,092 | ) |                          |   | 6,793  |      |  |   | (11,227 | ) |  |   | 12,691
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Interest income, net                               |  |                            | 106    |   |                          |   | 627    |      |  |   | 371     |   |  |   | 1,428 
|Other income (expense), net                        |  |                            | 390    |   |                          |   | (120   | )    |  |   | 334     |   |  |   | 434   
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|(Loss) income before income taxes                  |  |                            | (3,596 | ) |                          |   | 7,300  |      |  |   | (10,522 | ) |  |   | 14,553
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Income tax (benefit) provision                     |  |                            | (1,272 | ) |                          |   | 2,640  |      |  |   | (4,177  | ) |  |   | 5,024 
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Net (loss) income                                  |  | $                          | (2,324 | ) |                          | $ | 4,660  |      |  | $ | (6,345  | ) |  | $ | 9,529 
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Basic net (loss) income per share                  |  | $                          | (0.18  | ) |                          | $ | 0.37   |      |  | $ | (0.50   | ) |  | $ | 0.76  
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Diluted net (loss) income per share                |  | $                          | (0.18  | ) |                          | $ | 0.36   |      |  | $ | (0.50   | ) |  | $ | 0.75  
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Basic weighted-average common shares outstanding   |  |                            | 12,711 |   |                          |   | 12,513 |      |  |   | 12,706  |   |  |   | 12,492
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       
|Diluted weighted-average common shares outstanding |  |                            | 12,711 |   |                          |   | 12,797 |      |  |   | 12,706  |   |  |   | 12,782
|                                                   |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |       

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



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##### Table of Contents

Cynosure, Inc.

Consolidated Statements of Cash Flows

(Unaudited, in thousands)



|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                                  |  | Six Months EndedJune 30, |        
|                                                                                                                                                                                  |  | 2009                     |         |   | 2008 |  
|Operating activities:                                                                                                                                                             |  |                          |         |   |      |   |         |  
|Net (loss) income                                                                                                                                                                 |  | $                        | (6,345  | ) |      | $ | 9,529   |  
|Reconciliation of net (loss) income to net cash (used in) provided by operating activities:                                                                                       |  |                          |         |   |      |   |         |  
|Depreciation and amortization                                                                                                                                                     |  |                          | 2,535   |   |      |   | 1,860   |  
|Stock-based compensation expense                                                                                                                                                  |  |                          | 3,646   |   |      |   | 3,568   |  
|Accretion of discounts on marketable securities                                                                                                                                   |  |                          | 139     |   |      |   | 208     |  
|Deferred income taxes                                                                                                                                                             |  |                          |        |   |      |   | (26     | )
|Loss on marketable investments                                                                                                                                                    |  |                          | 45      |   |      |   |        |  
|Loss on disposal of fixed assets                                                                                                                                                  |  |                          | 25      |   |      |   |        |  
|Changes in operating assets and liabilities:                                                                                                                                      |  |                          |         |   |      |   |         |  
|Accounts receivable                                                                                                                                                               |  |                          | 8,093   |   |      |   | (11,672 | )
|Due from related party                                                                                                                                                            |  |                          | (3      | ) |      |   | (14     | )
|Inventories                                                                                                                                                                       |  |                          | 3,338   |   |      |   | (1,807  | )
|Net book value of demonstration inventory sold                                                                                                                                    |  |                          | 299     |   |      |   | 207     |  
|Prepaid expenses and other current assets                                                                                                                                         |  |                          | (4,813  | ) |      |   | (153    | )
|Tax benefit from exercise of stock options                                                                                                                                        |  |                          | (3      | ) |      |   | (969    | )
|Accounts payable                                                                                                                                                                  |  |                          | (1,173  | ) |      |   | 3,948   |  
|Due to related party                                                                                                                                                              |  |                          | (3,161  | ) |      |   | 852     |  
|Accrued expenses                                                                                                                                                                  |  |                          | (4,777  | ) |      |   | 1,920   |  
|Deferred revenue                                                                                                                                                                  |  |                          | 640     |   |      |   | 1,995   |  
|Other noncurrent liability                                                                                                                                                        |  |                          | (6      | ) |      |   | 264     |  
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|Net cash (used in) provided by operating activities                                                                                                                               |  |                          | (1,521  | ) |      |   | 9,710   |  
|Investing activities:                                                                                                                                                             |  |                          |         |   |      |   |         |  
|Purchases of property and equipment                                                                                                                                               |  |                          | (4,698  | ) |      |   | (3,612  | )
|Proceeds from the sales and maturities of marketable securities                                                                                                                   |  |                          | 24,277  |   |      |   | 28,720  |  
|Purchases of marketable securities                                                                                                                                                |  |                          | (18,835 | ) |      |   | (24,161 | )
|(Increase) decrease in other noncurrent assets                                                                                                                                    |  |                          | (205    | ) |      |   | 11      |  
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|Net cash provided by investing activities                                                                                                                                         |  |                          | 539     |   |      |   | 958     |  
|Financing activities:                                                                                                                                                             |  |                          |         |   |      |   |         |  
|Proceeds from exercise of stock options                                                                                                                                           |  |                          | 42      |   |      |   | 661     |  
|Excess tax benefits related to stock options                                                                                                                                      |  |                          | 3       |   |      |   | 969     |  
|Payments on capital lease obligation                                                                                                                                              |  |                          | (208    | ) |      |   | (235    | )
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|Net cash (used in) provided by financing activities                                                                                                                               |  |                          | (163    | ) |      |   | 1,395   |  
|Effect of exchange rate changes on cash and cash equivalents                                                                                                                      |  |                          | 62      |   |      |   | (606    | )
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                                                                                                                              |  |                          | (1,083  | ) |      |   | 11,457  |  
|Cash and cash equivalents, beginning of the period                                                                                                                                |  |                          | 49,257  |   |      |   | 39,011  |  
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|Cash and cash equivalents, end of the period                                                                                                                                      |  | $                        | 48,174  |   |      | $ | 50,468  |  
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|Supplemental cash flow information                                                                                                                                                |  |                          |         |   |      |   |         |  
|Cash paid for interest                                                                                                                                                            |  | $                        | 44      |   |      | $ | 67      |  
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|Cash (received) paid for taxes, net                                                                                                                                               |  | $                        | (529    | ) |      | $ | 3,797   |  
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  
|Supplemental noncash investing and financing activities                                                                                                                           |  |                          |         |   |      |   |         |  
|Net unrealized gain (loss) on marketable securities, net of $18 and $(466) deferred income tax provision (benefit), for the six months ended
June 30, 2009 and 2008, respectively |  | $                        | 32      |   |      | $ | (854    | )
|                                                                                                                                                                                  |  |                          |         |   |      |   |         |  

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



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##### Table of Contents

Cynosure, Inc.

Notes to Consolidated Financial Statements

Note 1  Interim Consolidated Financial
Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q. Accordingly, certain information and footnote
disclosures required for complete financial statements are not included herein. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Annual Report on
Form 10-K of Cynosure, Inc. (Cynosure) for the year ended December 31, 2008. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position,
results of operations, and cash flows as of the dates and for the periods presented have been included. The results of operations for the three and six months ended June 30, 2009 may not be indicative of the results that may be expected for the
year ending December 31, 2009, or any other period.

Note 2  Stock-Based Compensation

Cynosure recorded stock-based compensation expense of $1.8 million and $1.9 million for the three months ended June 30, 2009 and 2008, respectively
as well as related tax benefits of $0.6 million for both the three months ended June 30, 2009 and 2008. Cynosure recorded stock-based compensation expense of $3.6 million for both six month periods ended June 30, 2009 and 2008 and related
tax benefits of $1.2 million and $1.1 million for the six months ended June 30, 2009 and 2008, respectively. Cynosure capitalized $17,000 and $69,000 of stock-based compensation expense as part of inventory during the six months ended
June 30, 2009 and 2008, respectively.

Total stock-based compensation expense was recorded to cost of revenues and operating expenses
based upon the functional responsibilities of the individual holding the respective options, as follows:



|                                       |  |                          |       |      |   |      
|-------------------------------------- |  | ------------------------ | ----- | ---- | - | -----
|                                       |  | Six Months EndedJune 30,
|                                       |  | 2009                     |       | 2008
|                                       |  | (In thousands)          
|Cost of revenues                       |  | $                        | 263   |      | $ | 266  
|Sales and marketing                    |  |                          | 1,584 |      |   | 1,501
|Research and development               |  |                          | 529   |      |   | 530  
|General and administrative             |  |                          | 1,270 |      |   | 1,271
|                                       |  |                          |       |      |   |      
|Total stock-based compensation expense |  | $                        | 3,646 |      | $ | 3,568
|                                       |  |                          |       |      |   |      

Cash received from option exercises was $42,000 and $0.7 million during the six months ended
June 30, 2009 and 2008, respectively. Cynosure recognized $12,000 and $1.0 million in actual tax benefits during the six months ended June 30, 2009 and 2008, respectively. Actual tax benefits are primarily the result of disqualifying
dispositions of incentive stock options exercised which result in a reduction of income taxes payable.

Cynosure granted 445,500 and
251,750 stock options during the six months ended June 30, 2009 and 2008, respectively. Cynosure uses the Black-Scholes model to determine the weighted average fair value of options. The weighted-average fair value of the options granted during
the six months ended June 30, 2009 and 2008 was $4.43 and $13.99, respectively, using the following assumptions:



|                          |  |                          |  |              
|------------------------- |  | ------------------------ |  | -------------
|                          |  | Six Months EndedJune 30,
|                          |  | 2009                     |  | 2008         
|Risk-free interest rate   |  | 1.87% - 2.66%            |  | 2.19% - 2.46%
|Expected dividend yield   |  |                         |  |             
|Expected lives            |  | 5.8 years                |  | 5.8 years    
|Expected volatility       |  | 63% - 64%                |  | 64%          
|Estimated forfeiture rate |  | 5%                       |  | 5%           

Option-pricing models require the input of various subjective assumptions, including the
options expected life and the price volatility of the underlying stock. Due to Cynosures initial public offering in December 2005, Cynosure believes there is limited information on the volatility of its own shares. As such,
Cynosures estimated expected stock price volatility is based on a weighted average of its own historical volatility and of the average volatilities of other guideline companies in the same industry. Cynosure believes this is more reflective
and a better indicator of the expected future volatility, than using an average of a comparable market index or of a single comparable company in the same industry. Cynosures expected term of options granted in the six months ended
June 30, 2009 and 2008 was derived from the short-cut method described in SECs Staff Accounting Bulletin (SAB) No. 110. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect
at the time of grant. The dividend yield of zero is based on the fact that Cynosure has never paid cash dividends and has no present intention to pay cash dividends.



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##### Table of Contents

Note 3  Inventories

Cynosure states all inventories at the lower of cost or market, determined on a first-in, first-out method. Inventory includes material, labor and overhead and consists of the following:



|                |  |                         |        |                  |   |       
|--------------- |  | ----------------------- | ------ | ---------------- | - | ------
|                |  | (unaudited)June 30,2009 |        | December 31,2008
|                |  | (in thousands)         
|Raw materials   |  | $                       | 3,072  |                  | $ | 3,680 
|Work in process |  |                         | 1,190  |                  |   | 999   
|Finished goods  |  |                         | 22,719 |                  |   | 25,569
|                |  |                         |        |                  |   |       
|                |  | $                       | 26,981 |                  | $ | 30,248
|                |  |                         |        |                  |   |       

Note 4  Fair Value

Effective January 1, 2008, Cynosure adopted FASB Statement No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value under U.S.
generally accepted accounting principles (GAAP) and enhances disclosures about fair value measurements. Fair value is defined under SFAS 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in
the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS 157 must maximize the use of observable
inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure
fair value:



| |  |  | Level 1  Quoted prices in active markets for identical assets or liabilities.
| | - |  | ------------------------------------------------------------------------------



| |  |  | Level 2  Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or can be corroborated by observable markets data for substantially the full term of the assets or liabilities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Cynosures short-term investments and related financial instruments consist of tax exempt certificates with an
auction reset feature (auction rate securities or ARS) whose underlying assets are generally student loans, which are substantially backed by the federal government. In February 2008, auctions began to fail for these securities and each auction
since then has failed, with one exception. To date Cynosure has collected all interest receivable on outstanding ARS when due and expects to continue to do so in the future. During the year ended December 31, 2008, certain investments in ARS
were successfully called at full par value and Cynosure received cash proceeds of approximately $8.2 million. During the six months ended June 30, 2009, an additional $1.9 million in cash proceeds was received by Cynosure related to certain
investments in ARS that were successfully called at full par value.

As of June 30, 2009 and December 31, 2008, Cynosure held
$19.3 million and $21.1 million, respectively, at par value, of auction rate securities investments. The auction rate securities are managed by UBS Financial Services, Inc. (UBS). On November 3, 2008, Cynosure agreed to accept Auction Rate
Securities Rights (the Rights) from UBS. The Rights permit Cynosure to sell, or put, its ARS at par value to UBS at any time during the period from June 30, 2010 through July 2, 2012. Cynosure expects to exercise its ARS Rights and put its
auction rate securities to UBS on June 30, 2010, the earliest date allowable under the Rights, therefore, Cynosure has reclassified its ARS and associated Rights to short-term investments and related financial instruments as of June 30,
2009. While the auction failures will limit Cynosures ability to liquidate these investments, Cynosure believes that the ARS failures will not have an impact on its ability to fund ongoing operations and growth initiatives.

Prior to accepting the UBS offer, Cynosure classified its ARS as available-for-sale investments, as managements intent was to hold the ARS until
the earlier of anticipated recovery in market value or maturity, and recorded resulting unrealized losses, net of tax, in accumulated other comprehensive income in stockholders equity. By accepting the Rights, Cynosure can no longer assert
that it has the intent to hold the ARS until anticipated recovery, as it expects to put the ARS to UBS on June 30, 2010. As a result, Cynosure



5



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recognized an other-than-temporary impairment charge of approximately $4.3 million, which is based on the $16.8 million fair value of the ARS using a
discounted cash flow methodology. Cynosure recorded the $4.3 million charge in other income (expense) in the consolidated statement of operations for the year ended December 31, 2008, for the amount of unrealized loss not previously recognized
in earnings. Additionally, during the fourth quarter of 2008, in accordance with SFAS No. 115, Cynosure elected to transfer the ARS investments from the available-for-sale category to the trading category and account for the ARS at fair value
with changes in fair value reported in earnings as they occur. During 2009, Cynosure recognized a recovery of ARS of approximately $0.6 million for the three months ended June 30, 2009 and $2.1 million for the six months ended June 30,
2009, which is based on the $17.0 million fair value of the ARS using a discounted cash flow methodology as discussed below. Cynosure recorded this as a recovery in other income (expense) in the consolidated statements of operations for the three
and six months ended June 30, 2009.

As discussed above, the enforceability of the Rights results in Cynosure having a put option.
Since the terms of the Rights do not provide for net settlement, the Rights do not meet the definition of a derivative instrument under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. The Right is
recognized as a separate freestanding asset, and is accounted for separately from the ARS investment. FASB Statement No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS 159) permits an entity to elect the fair
value option for recognized financial assets. Cynosure elected to measure the Rights under SFAS 159 upon the initial acceptance of the Rights on November 3, 2008 and to recognize future changes in the fair value of the Rights as they occur in
operations in order to offset the fair value movements of the ARS, which would create accounting symmetry with changes in the fair value of the ARS. As of December 31, 2008, Cynosure recorded approximately $4.3 million as the fair value of the
Rights, using a discounted cash flow methodology, and classified the Rights as long-term investments and related financial instruments on the consolidated balance sheet, with a corresponding credit to other income (expense) in the consolidated
statement of operations for the year ended December 31, 2008. During the three and six months ended June 30, 2009, Cynosure recorded approximately $0.6 million, and $2.1 million respectively, for the loss on the value of the Rights,
using a discounted cash flow methodology, with a corresponding charge to other income (expense) in the consolidated statements of operations. Since management expects to put the ARS to UBS on June 30, 2010, Cynosure reclassified the Rights to
short-term investments and related financial instruments on the consolidated balance sheet as of June 30, 2009.

As a result of the
illiquidity in the market for ARS investments and given the current failures in the auction markets to provide quoted market prices of the securities, as well as the lack of any correlation of these instruments to other observable market data,
Cynosure valued its investments in ARS and the Rights using a discounted cash flow methodology with the most significant inputs categorized as Level 3. Significant inputs that went into the model were the credit quality of the issuer, the percentage
and types of guarantees (such as Federal Family Education Loan Program  FFELP), the probability of the auction succeeding or the security being called, the estimated period to liquidation, and an illiquidity discount factor. Based on these
inputs, discounts from par ranged from 8% to 37% with a weighted average discount across the portfolio of 12%. In order to assess the fair value of the Rights, Cynosure adjusted the fair value of the Rights for any bearer risk associated with the
financial ability of UBS to repurchase the ARS beginning June 30, 2010, based on Level 3 data available at June 30, 2009. These assumptions are volatile and subject to change as the underlying sources of these assumptions and market
conditions change.

Cynosure anticipates that any future changes in the fair value of the ARS will be mostly offset by the changes in the
fair value of the related Rights, both of which will be adjusted to their estimated fair value on an ongoing basis.

In accordance with
SFAS No. 157, the following table represents Cynosures fair value hierarchy for its financial assets (cash equivalents, marketable securities, short-term investments and related financial instruments) measured at fair value as of
June 30, 2009 (in thousands):



|                                         |  |         |        |         |   |         |  |       |        |  |   |       
|---------------------------------------- |  | ------- | ------ | ------- | - | ------- |  | ----- | ------ |  | - | ------
|                                         |  | Level 1 |        | Level 2 |   | Level 3 |  | Total
|Money market funds (1)                   |  | $       | 36,233 |         | $ |        |  | $     |       |  | $ | 36,233
|State and municipal bonds                |  |         |       |         |   | 1,786   |  |       |       |  |   | 1,786 
|Corporate obligations & commercial paper |  |         |       |         |   | 2,341   |  |       |       |  |   | 2,341 
|US government sponsored enterprises      |  |         |       |         |   | 17,168  |  |       |       |  |   | 17,168
|Equity securities                        |  |         | 10     |         |   |        |  |       |       |  |   | 10    
|Auction rate securities                  |  |         |       |         |   |        |  |       | 17,029 |  |   | 17,029
|Auction rate securities rights           |  |         |       |         |   |        |  |       | 2,158  |  |   | 2,158 
|                                         |  |         |        |         |   |         |  |       |        |  |   |       
|Total                                    |  | $       | 36,243 |         | $ | 21,295  |  | $     | 19,187 |  | $ | 76,725
|                                         |  |         |        |         |   |         |  |       |        |  |   |       



|(1) | Included in cash and cash equivalents at June 30, 2009.
|--- | -------------------------------------------------------



6



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The following table provides a summary of changes in fair value of Cynosures Level 3 financial
assets for the six months ended June 30, 2009 (in thousands):



|                                                                      |  |                       |        |  
|--------------------------------------------------------------------- |  | --------------------- | ------ | -
|                                                                      |  | AuctionRateSecurities |       
|Balance at December 31, 2008                                          |  | $                     | 21,082 |  
|Recovery on ARS included in gain on investments                       |  |                       | 2,088  |  
|Loss related to value of ARS Rights included in (loss) on investments |  |                       | (2,133 | )
|Net settlements                                                       |  |                       | (1,850 | )
|                                                                      |  |                       |        |  
|Balance at June 30, 2009                                              |  | $                     | 19,187 |  
|                                                                      |  |                       |        |  

Note 5  Marketable Securities, Short-Term Investments and Related Financial Instruments

Cynosure accounts for investments in marketable securities, short-term investments as available-for-sale and trading securities in accordance with SFAS
No. 115,Accounting for Certain Investments in Debt and Equity Securities (SFAS 115). Under SFAS 115, securities purchased to be held for indefinite periods of time and not intended at the time of purchase to be held until maturity are
classified as available-for-sale securities. Under SFAS 115, securities that are purchased and held principally for the purpose of selling them in the near term are classified as trading securities. SFAS 115 requires Cynosure to recognize all
marketable securities on the consolidated balance sheets at fair value. Cynosures marketable securities are stated at fair value based on quoted market prices. Adjustments to the fair value of marketable securities that are classified as
available-for-sale are recorded as increases or decreases, net of income taxes, within accumulated other comprehensive gain (loss) in stockholders equity and adjustments to the fair value of marketable securities and short-term investments
that are classified as trading are recorded in earnings.

The Company adjusts the cost of available-for-sale debt securities for
amortization of premiums and accretion of discounts to maturity. Cynosure includes such amortization and accretion in interest and investment income. Realized gains and losses and declines in value, if any, that we judge to be
other-than-temporary on available-for-sale securities are reported in interest and investment income. Cynosure continually evaluates whether any marketable investments have been impaired in accordance with SFAS No. 115-2,
Recognition and Presentation of Other-Than-Temporary Impairments. To determine whether an other-than-temporary impairment exists, Cynosure considers whether the intention is to sell the debt security and, if the Company does not intend to
sell the debt security, Cynosure considers available evidence to assess whether it is more likely than not that the Company will be required to sell the security before the recovery of its amortized cost basis and if Cynosure expects to recover the
entire cost basis of the security. During the three and six months ended June 30, 2009 and 2008, Cynosure determined that no securities were other-than-temporarily impaired.

As of June 30, 2009, Cynosures marketable securities consist of the following (in thousands):



|                                    |  |              |        |   |               |   |                 |  |                  |    |  |  
|----------------------------------- |  | ------------ | ------ | - | ------------- | - | --------------- |  | ---------------- | -- |  | -
|                                    |  | Market Value |        |   | AmortizedCost |   | UnrealizedGains |  | UnrealizedLosses
|Available-for-Sale Securities:      |  |              |        |   |               |   |                 |  |                  |    |  |  
|Short-term investments:             |  |              |        |   |               |   |                 |  |                  |    |  |  
|State and municipal bonds           |  | $            | 1,786  |   |               | $ | 1,778           |  | $                | 8  |  | 
|Corporate obligations               |  |              | 2,341  |   |               |   | 2,331           |  |                  | 10 |  | 
|US government sponsored enterprises |  |              | 17,168 |   |               |   | 17,136          |  |                  | 32 |  | 
|Equity securities                   |  |              | 10     |   |               |   | 8               |  |                  | 2  |  | 
|                                    |  |              |        |   |               |   |                 |  |                  |    |  |  
|Total short-term investments        |  | $            | 21,305 |   |               | $ | 21,253          |  | $                | 52 |  | 
|                                    |  |              |        |   |               |   |                 |  |                  |    |  |  
|Total available-for-sale securities |  | $            | 21,305 |   |               | $ | 21,253          |  | $                | 52 |  | 
|                                    |  |              |        |   |               |   |                 |  |                  |    |  |  
|Trading Securities:                 |  |              |        |   |               |   |                 |  |                  |    |  |  
|Auction rate securities             |  | $            | 17,029 | * |               |   |                 |  |                  |    |  |  
|                                    |  |              |        |   |               |   |                 |  |                  |    |  |  
|Total marketable securities         |  | $            | 38,334 |   |               |   |                 |  |                  |    |  |  
|                                    |  |              |        |   |               |   |                 |  |                  |    |  |  



|* | Excludes $2.2 million for fair value of ARS Rights.
|- | ---------------------------------------------------

As
of June 30, 2009, Cynosures available-for-sale debt securities which include state and municipal bonds, corporate obligations and U.S. government sponsored enterprises totaling $21.3 million all mature in less than one year.



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Note 6  Warranty Costs

Cynosure typically provides a one-year parts and labor warranty on end-user sales of laser systems. Distributor sales generally include a warranty on parts only. Estimated future costs for initial product warranties
are provided at the time of revenue recognition.

The following table provides the detail of the change in Cynosures product warranty
accrual during the six months ended June 30, 2009, which is a component of accrued expenses in the consolidated balance sheets:



|                                         |  |                |        |  
|---------------------------------------- |  | -------------- | ------ | -
|                                         |  | June 30,2009   |       
|                                         |  | (in thousands) |       
|Warranty accrual, beginning of period    |  | $              | 3,052  |  
|Warranty provision relating to new sales |  |                | 1,780  |  
|Costs incurred                           |  |                | (1,895 | )
|                                         |  |                |        |  
|Warranty accrual, end of period          |  | $              | 2,937  |  
|                                         |  |                |        |  

Note 7  Segment Information

In accordance with SFAS No. 131,Disclosures about Segments of an Enterprise and Related Information (SFAS 131), operating segments are
identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess
performance. Cynosures chief decision-maker, as defined under SFAS 131, is a combination of the Chief Executive Officer and the Chief Financial Officer. Cynosure views its operations and manages its business as one segment, aesthetic treatment
products and services.

The following table represents total revenue by geographic destination:



|               |  |                            |        |                          |   |        |  |      |        |  |   |       
|-------------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|               |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|               |  | 2009                       |        | 2008                     |   | 2009   |  | 2008
|               |  | (in thousands)            
|United States  |  | $                          | 7,963  |                          | $ | 24,291 |  | $    | 15,330 |  | $ | 47,831
|Europe         |  |                            | 5,671  |                          |   | 7,763  |  |      | 9,600  |  |   | 14,787
|Asia / Pacific |  |                            | 5,229  |                          |   | 3,729  |  |      | 7,193  |  |   | 7,507 
|Other          |  |                            | 1,950  |                          |   | 3,412  |  |      | 3,506  |  |   | 5,833 
|               |  |                            |        |                          |   |        |  |      |        |  |   |       
|Total          |  | $                          | 20,813 |                          | $ | 39,195 |  | $    | 35,629 |  | $ | 75,958
|               |  |                            |        |                          |   |        |  |      |        |  |   |       

Total assets by geographic area are as follows:



|               |  |                |         |   |                  |   |         |  
|-------------- |  | -------------- | ------- | - | ---------------- | - | ------- | -
|               |  | June 30,2009   |         |   | December 31,2008 |  
|               |  | (in thousands) |        
|United States  |  | $              | 143,800 |   |                  | $ | 155,590 |  
|Europe         |  |                | 13,166  |   |                  |   | 14,690  |  
|Asia / Pacific |  |                | 6,613   |   |                  |   | 4,539   |  
|Eliminations   |  |                | (1,860  | ) |                  |   | (1,697  | )
|               |  |                |         |   |                  |   |         |  
|Total          |  | $              | 161,719 |   |                  | $ | 173,122 |  
|               |  |                |         |   |                  |   |         |  

Long-lived assets by geographic area are as follows:



|               |  |                |        |                  |   |       
|-------------- |  | -------------- | ------ | ---------------- | - | ------
|               |  | June 30,2009   |        | December 31,2008
|               |  | (in thousands)
|United States  |  | $              | 9,201  |                  | $ | 9,035 
|Europe         |  |                | 2,361  |                  |   | 652   
|Asia / Pacific |  |                | 1,578  |                  |   | 1,384 
|               |  |                |        |                  |   |       
|Total          |  | $              | 13,140 |                  | $ | 11,071
|               |  |                |        |                  |   |       



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No individual country within Europe or Asia/Pacific represented greater than 10% of total revenue, total
assets, or total long-lived assets for any period presented.

Note 8  Net (Loss) Income Per Common Share

Basic net (loss) income per share was determined by dividing net (loss) income by the weighted average common shares outstanding during the period.
Diluted net (loss) income per share was determined by dividing net (loss) income by diluted weighted average shares outstanding. Diluted weighted average shares reflect the dilutive effect, if any, of common stock options based on the treasury stock
method.

A reconciliation of basic and diluted shares is as follows:





|                                                   |  |                            |  |                          |  |        |  |       
|-------------------------------------------------- |  | -------------------------- |  | ------------------------ |  | ------ |  | ------
|                                                   |  | Three Months EndedJune 30, |  | Six Months EndedJune 30,
|                                                   |  | 2009                       |  | 2008                     |  | 2009   |  | 2008  
|                                                   |  | (in thousands)            
|Basic weighted average common shares outstanding   |  | 12,711                     |  | 12,513                   |  | 12,706 |  | 12,492
|Potential common shares pursuant to stock options  |  |                           |  | 284                      |  |       |  | 290   
|                                                   |  |                            |  |                          |  |        |  |       
|Diluted weighted average common shares outstanding |  | 12,711                     |  | 12,797                   |  | 12,706 |  | 12,782
|                                                   |  |                            |  |                          |  |        |  |       

During the six months ended June 30, 2009 and 2008 approximately 1,457,000 and 491,000
shares, respectively, were excluded from the calculation of diluted weighted average common shares outstanding as the effect would have been anti-dilutive.

Note 9  Comprehensive (Loss) Income

Comprehensive (loss) income is the change in equity of a company during a period
from transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners.

The components of accumulated other comprehensive loss as of June 30, 2009 and December 31, 2008 are as follows:



|                                                       |  |                |        |   |                  |   |        |  
|------------------------------------------------------ |  | -------------- | ------ | - | ---------------- | - | ------ | -
|                                                       |  | June 30,2009   |        |   | December 31,2008 |  
|                                                       |  | (in thousands) |       
|Unrealized gain on marketable securities, net of taxes |  | $              | 33     |   |                  | $ | 84     |  
|Cumulative translation adjustment                      |  |                | (1,588 | ) |                  |   | (1,879 | )
|                                                       |  |                |        |   |                  |   |        |  
|Total accumulated other comprehensive loss             |  | $              | (1,555 | ) |                  | $ | (1,795 | )
|                                                       |  |                |        |   |                  |   |        |  

The components of total comprehensive (loss) income for the three and six month periods ended
June 30, 2009 and 2008 are as follows:



|                                                |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|----------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                                |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                |  | 2009                       |        |   | 2008                     |   |       | 2009 |  |   | 2008   |  
|                                                |  | (in thousands)             |       
|Cumulative translation adjustment               |  | $                          | 1,062  |   |                          | $ | (75   | )    |  | $ | 291    |   |  | $ | 272   |  
|Unrealized gain (loss) on marketable securities |  |                            | 24     |   |                          |   | (169  | )    |  |   | (51    | ) |  |   | (854  | )
|                                                |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Total other comprehensive gain (loss)           |  |                            | 1,086  |   |                          |   | (244  | )    |  |   | 240    |   |  |   | (582  | )
|Reported net (loss) income                      |  |                            | (2,324 | ) |                          |   | 4,660 |      |  |   | (6,345 | ) |  |   | 9,529 |  
|                                                |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Total comprehensive (loss) income               |  | $                          | (1,238 | ) |                          | $ | 4,416 |      |  | $ | (6,105 | ) |  | $ | 8,947 |  
|                                                |  |                            |        |   |                          |   |       |      |  |   |        |   |  |   |       |  

Note 10  Litigation

In May 2005, Dr. Ari Weitzner, individually and as putative representative of a purported class, filed a complaint against Cynosure under the federal Telephone Consumer Protection Act (TCPA) in Massachusetts
Superior Court in Middlesex County seeking monetary damages, injunctive relief, costs and attorneys fees. The complaint alleges that Cynosure violated the TCPA by sending unsolicited advertisements by facsimile to the plaintiff and other recipients
without the prior express invitation or permission of the recipients. Under the TCPA, recipients of unsolicited facsimile advertisements are entitled to damages of up to $500 per facsimile for inadvertent violations and up to $1,500 per facsimile
for knowing or willful violations. Based on discovery in this matter,



9



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##### Table of Contents

the plaintiff alleges that approximately three million facsimiles were sent on Cynosures behalf by a third party to approximately 100,000 individuals.
On February 6, 2008, several months after the close of discovery, the plaintiff served a motion for class certification, which Cynosure vigorously opposed on numerous factual and legal grounds, including that a nationwide class action may not
be maintained in a Massachusetts state court by Dr. Weitzner, a New York resident; individual issues predominate over common issues; a class action is not superior to other methods of resolving TCPA claims; and Dr. Weitzner is an
inadequate class representative. The Company also believes it has many merits defenses, including that the faxes in question do not constitute advertising within the meaning of the TCPA and many recipients had an established business
relationship with the Company and are thereby deemed to have consented to the receipt of facsimile communications. The Court held a hearing on the plaintiffs class certification motion on June 17, 2008. No decision on the motion has been
rendered. Cynosure is not currently able to estimate the amount or range of loss that could result from an unfavorable outcome of this lawsuit.

On July 16, 2008, Cynosure commenced a declaratory judgment action in the U.S. District Court for the District of Massachusetts requesting a declaration that Dr. Weitzners and the putative class claims are covered under the
Companys general liability insurance policies. On August 11, 2008, Cynosures insurance company filed an Answer and Counterclaim against Cynosure seeking a declaration that the Companys policy does not provide coverage for
Dr. Weitzners claims. On August 19, 2008, Cynosure filed a reply to the Counterclaim. The insurance company filed a Motion for Summary Judgment on December 15, 2008, and Cynosure cross moved for Summary Judgment on
January 15, 2009. The Court held a hearing on the motions on February 26, 2009, and on April 8, 2009 rendered a decision that Cynosures liability insurer is obligated to provide Cynosure with a defense to the Weitzner action
and, if necessary, indemnify Cynosure for the putative class claims. Thereafter, Cynosures liability insurer filed a motion for reconsideration, which Cynosure opposed. The Court denied the insurers motion on May 13, 2009.
Cynosures fee application is currently before the Court.

On January 9, 2008, Cynosure commenced a lawsuit in the U.S. District
Court for the District of Massachusetts against CoolTouch Inc. (CoolTouch) for infringement of U.S. Patent No. 6,206,873, (the 873 patent). Cynosures complaint alleges that CoolTouchs CoolLipo infringes on the 873 patent
and seeks damages and injunctive relief. On January 31, 2008, CoolTouch answered Cynosures complaint, denying liability and alleging that the 873 patent is not infringed and is invalid, and also asserted counterclaims against Cynosure in
the same court alleging patent infringement by Cynosure. CoolTouchs counterclaim alleged that Cynosures Affirm product infringes U.S. Patent Nos. 7,122,029 and 6,451,007, and that its Smartlipo product infringes U.S.
Patent No. 7,217,265, and seeks damages in an unspecified amount, as well as injunctive relief. On February 18, 2009, CoolTouch dismissed, with prejudice, its counterclaims alleging that Cynosure infringed U.S. Patent Nos. 7,217,265 and
6,451,007. Cynosure is vigorously prosecuting its claims against CoolTouch and defending against CoolTouchs remaining counterclaims. Cynosure is not able to estimate the amount or range of loss that could result from an unfavorable outcome of
the lawsuit as the matter is still ongoing.

On March 3, 2009, Cynosure announced that the U.S. District Court for the District of
Massachusetts had issued a favorable set of rulings in a Markman hearing in Cynosures patent infringement lawsuit against CoolTouch The lawsuit alleges that CoolTouchs 1320 nm CoolLipo laser system infringes on the 873 patent,
which relates to methods for liquefying and removing subcutaneous fat cells through the use of laser energy. The 873 patent is owned by the companys largest shareholder, El.En. S.p.A.

The purpose of a Markman hearing is for the court to determine the meaning and scope of the patent claims that the plaintiff asserts are being infringed.
In Cynosures lawsuit, the meaning of four terms used in the 873 patent was contested by CoolTouch. In each instance, the U.S. District Court ruled in favor of Cynosure regarding how those terms should be properly construed at trial.

In addition to the matters discussed above, from time to time, Cynosure is subject to various claims, lawsuits, disputes with third
parties, investigations and pending actions involving various allegations against Cynosure incident to the operation of its business, principally product liability. Each of these other matters is subject to various uncertainties, and it is possible
that some of these other matters may be resolved unfavorably to Cynosure. Cynosure establishes accruals for losses that management deems to be probable and subject to reasonable estimate. Cynosure believes that the ultimate outcome of these matters
will not have a material adverse impact on its consolidated financial position, results of operations or cash flows.

Note 11  Related Party
Transactions

As of June 30, 2009, El. En. S.p.A. (El.En.) owned 23% of Cynosures outstanding common stock. Purchases of
inventory from El.En. during the three months ended June 30, 2009 and 2008 were approximately $1.1 million and $3.3 million, respectively. Purchases of inventory from El.En. during the six months ended June 30, 2009 and 2008 were
approximately $2.3 million and $6.5 million, respectively. As of June 30, 2009 and December 31, 2008, amounts due to related party for these purchases were approximately $2.9 million and $6.1 million, respectively. Amounts due from El.En.
as of June 30, 2009 and December 31, 2008 were $44,000 and $40,000, respectively, which represent services performed by Cynosure.



10



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##### Table of Contents

Note 12  Income Taxes

Effective January 1, 2007, Cynosure adopted the provisions of FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes, an Interpretation of FAS 109, Accounting for Income Taxes (FIN
48). At June 30, 2009, there are no material gross unrecognized tax benefits.

Cynosure files income tax returns in the U.S. federal
jurisdiction, and in various state and foreign jurisdictions. With few exceptions, Cynosure is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006.

Note 13  Recent Accounting Pronouncements

In
June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assetsan amendment of FASB Statement No. 140(SFAS No. 166). SFAS No. 166 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets the effects of a transfer on its financial position, financial performance, and
cash flows and a transferors continuing involvement, if any, in transferred financial assets. SFAS No. 166 is effective as of the beginning of each reporting entitys first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Cynosure does not expect the adoption of SFAS No. 166 to have a material impact on its financial position or results of
operations.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R)(SFAS
No. 167). SFAS No. 167 is intended to improve financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December
2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166, and (2) constituent concerns about the application of certain key provisions of
Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprises involvement in a variable interest entity. SFAS No. 167 is
effective as of the beginning of each reporting entitys first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods
thereafter. Cynosure does not expect the adoption of SFAS No. 167 to have a material impact on its financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a replacement
of FASB Statement No. 162, (SFAS 168). The FASB Accounting Standards Codification, (the Codification), will become the source of authoritative U.S. GAAP recognized by the FASB applicable to non-governmental entities. Rules and interpretive
releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, the Codification will supersede all then-existing non-SEC accounting and reporting
standards. All non-SEC accounting literature not included in the Codification will no longer be authoritative. SFAS 168 is effective for Cynosure for the nine-month period ended September 30, 2009 and is not expected to have a material effect
on its financial condition or consolidated results of operations.

Note 14  Subsequent Events

On July 28, 2009, Cynosure announced that its Board of Directors authorized the repurchase of up to $10 million of its Class A common stock from
time to time on the open market or in privately negotiated transactions.

Management evaluated all other activity of Cynosure through
August 7, 2009 (the issue date of the Financial Statements) and concluded that no other subsequent events have occurred that would require recognition in the Financial Statements or disclosure in the Notes to the Financial Statements for the
period ended June 30, 2009.



11



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Forward-looking statements

This Quarterly Report on Form 10-Q contains forward-looking statements
that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this Quarterly Report regarding our strategy, future operations, future financial position, future revenues, projected costs,
prospects, plans, objectives of management and expected market growth are forward-looking statements. The words anticipate, believe, estimate, expect, intend, may,
plan, predict, project, will, would and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These forward-looking statements include, among other things, statements about:



| |  |  | our ability to identify and penetrate new markets for our products and technology;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | our ability to innovate, develop and commercialize new products;
| | - |  | ----------------------------------------------------------------



| |  |  | our ability to obtain and maintain regulatory clearances;
| | - |  | ---------------------------------------------------------



| |  |  | our sales and marketing capabilities and strategy in the United States and internationally;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | our intellectual property portfolio; and
| | - |  | ----------------------------------------



| |  |  | our estimates regarding expenses, future revenues, capital requirements and needs for additional financing.
| | - |  | -----------------------------------------------------------------------------------------------------------

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on
our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements
included in our Annual Report on Form 10-K for the year ended December 31, 2008, particularly in Part I  Item 1A and in our other public filings with the Securities and Exchange Commission that could cause actual results or
events to differ materially from the forward-looking statements that we make.

You should read this Quarterly Report and the documents that
we have filed as exhibits to the Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. It is routine for internal projections and expectations to change as the year or
each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations are made as of the date of this Quarterly Report on Form 10-Q and may change prior
to the end of each quarter or the year. While we may elect to update forward-looking statements at some point in the future, we do not undertake any obligation to update any forward-looking statements whether as a result of new information, future
events or otherwise.

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed
consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report and the condensed consolidated financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and
Results of Operations in our Form 10-K filed with the SEC on March 13, 2009. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for
any future periods.

Company Overview

We develop and market aesthetic treatment systems that are used by physicians and other practitioners to perform non-invasive procedures to remove hair, treat vascular lesions, rejuvenate skin through the treatment of
shallow vascular lesions and pigmented lesions, as well as multi-colored tattoos, temporarily reduce the appearance of cellulite, treat wrinkles, skin texture, skin discoloration and skin tightening, and to perform minimally invasive procedures for
LaserBodySculptingSMfor the removal of unwanted fat. Our systems incorporate a
broad range of laser and other light-based energy sources, including Alexandrite, pulse dye, Nd:Yag and diode lasers, as well as intense pulsed light. We believe that we are one of only a few companies that currently offer aesthetic treatment
systems utilizing Alexandrite and pulse dye lasers, which are particularly well suited for some applications and skin types. We offer single energy source systems as well as workstations that incorporate two or more different types of lasers or
pulsed light technologies. We offer multiple technologies and system alternatives at a variety of price points depending primarily on the number and type of energy sources included in the system. Our newer products are designed to be easily
upgradeable to add additional energy sources and handpieces, which provide our customers with technological flexibility as they expand their practices. As the aesthetic treatment market evolves to include new customers, such as aesthetic spas and
additional physician specialties, we believe that our broad technology base and tailored solutions will provide us with a competitive advantage.

We sell 18 different aesthetic treatment systems and have focused our development and marketing efforts on offering leading, or flagship, products for each of the major aesthetic procedure categories that we address. Our flagship products
are:



| |  |  | the Apogee Elite system for hair removal;
| | - |  | -----------------------------------------



| |  |  | the Cynergy system for the treatment of vascular lesions;
| | - |  | ---------------------------------------------------------



12



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##### Table of Contents

| |  |  | the TriActive LaserDermologysystem for the temporary reduction of the appearance of cellulite;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | the Affirmand Affirm CO2systems for anti-aging, including treatments for wrinkles, skin texture, skin discoloration and skin tightening
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Accoladesystem for the removal of benign pigmented lesions, including pigmented lesions known as Nevus of Ota and Nevus of Ito, as well as multi-colored
tattoos; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Smartlipo and Smartlipo MPX systems for LaserBodySculptingSMfor the removal of unwanted fat.
| | - |  | ------------------------------------------------------------------------------------------------

In addition to their primary applications, the Apogee Elite and Cynergy systems can each be used by practitioners for a variety of applications.

We have also launched several new products in 2009. In March 2009, we launched the Elite MPX system, a multi-wavelength
workstation that combines vascular treatment, hair removal and skin rejuvenation in a single system. The workstation also features a built-in Zimmer SmartCool® skin cooling system which is integrated into a single compact model saving office space and reducing treatment time.

Also in March 2009, we launched proprietary new energy delivery innovations for our Smartlipo MPX laser lipolysis workstations: SmartSense with
ThermaGuide and ThermaView. SmartSense with ThermaGuide is equipped with a thermal sensing cannula for measuring temperatures in the subcutaneous areas of the body. This technology allows the thresholds to achieve targeted and controlled energy. The
ThermaView thermal camera system measures skin temperatures within the treatment area in order to provide a homogeneous delivery of thermal energy.

In May 2009, we introduced the enhancement to the industry-leading Smartlipo Laser Lipolysis Workstation with increased energy and intelligent temperature sensing. This multi-wavelength Smartlipo MPX 46-watt workstation
enables a physician to liquefy and remove larger areas of unwanted fat faster than the original 32-watt Smartlipo MPXsystem.

We
generate revenues primarily from sales of our products and parts and accessories and, to a lesser extent, from services, including product warranty revenues. During the six months ended June 30, 2009, we derived approximately 91% of our
revenues from sales of our products and 9% of our revenues from service. During the six months ended June 30, 2008, we derived approximately 96% of our revenues from sales of our products and 4% of our revenues from service. Generally, we
recognize revenues from the sales of our products upon delivery to our customers, revenues from service contracts and extended product warranties ratably over the coverage period and revenues from service in the period in which the service occurs.

We sell our products directly in North America, four European countries, Japan, China and Korea and use distributors to sell our products
in other countries where we do not have a direct presence. During the six months ended June 30, 2009, and 2008 we derived 53% and 32% of our revenues, respectively, from sales outside North America. As of June 30, 2009, we had 40 sales
employees covering North America, 41 sales employees in four European countries, Japan, China and Korea and 28 distributors covering 71 countries.

The following table provides revenue data by geographical region for the six months ended June 30, 2009 and 2008:



|              |  |                          |   |  |      |  
|------------- |  | ------------------------ | - |  | ---- | -
|              |  | Percentage of Revenues   |  
|              |  | Six-MonthsEnded June 30, |  
|Region        |  | 2009                     |   |  | 2008 |  
|North America |  | 47                       | % |  | 68   | %
|Europe        |  | 27                       |   |  | 19   |  
|Asia/Pacific  |  | 20                       |   |  | 10   |  
|Other         |  | 6                        |   |  | 3    |  
|              |  |                          |   |  |      |  
|Total         |  | 100                      | % |  | 100  | %
|              |  |                          |   |  |      |  

See Note 7 to our consolidated financial statements included in this Quarterly Report for revenues
and asset data by geographic region.



13



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##### Table of Contents

Results of Operations

THREE MONTHS ENDED JUNE 30, 2009 AND 2008

The following table contains selected statement of operations information, which
serves as the basis of the discussion of our results of operations for the three months ended June 30, 2009 and 2008, respectively (in thousands, except for percentages):



|                                                          |  |                            |        |   |                        |     |    |        |   |        |                        |  |     |         |  |   |         |   |  |      |   
|--------------------------------------------------------- |  | -------------------------- | ------ | - | ---------------------- | --- | -- | ------ | - | ------ | ---------------------- |  | --- | ------- |  | - | ------- | - |  | ---- | --
|                                                          |  | Three Months EndedJune 30, |        |   |                        |     |    |        |  
|                                                          |  | 2009                       |        |   | 2008                   |     |    |        |   |        |                        | 
|                                                          |  | Amount                     |        |   | As a % ofTotalRevenues |     |    | Amount |   |        | As a % ofTotalRevenues |  |     | $Change |  |   | %Change |  
|Revenues                                                  |  | $                          | 20,813 |   |                        | 100 | %  |        | $ | 39,195 |                        |  | 100 | %       |  | $ | (18,382 | ) |  | (47  | )%
|Cost of revenues                                          |  |                            | 8,737  |   |                        | 42  |    |        |   | 12,878 |                        |  | 33  |         |  |   | (4,141  | ) |  | (32  | ) 
|                                                          |  |                            |        |   |                        |     |    |        |   |        |                        |  |     |         |  |   |         |   |  |      |   
|Gross profit                                              |  |                            | 12,076 |   |                        | 58  |    |        |   | 26,317 |                        |  | 67  |         |  |   | (14,241 | ) |  | (54  | ) 
|Operating expenses                                        |  |                            |        |   |                        |     |    |        |   |        |                        |  |     |         |  |   |         |   |  |      |   
|Sales and marketing                                       |  |                            | 10,423 |   |                        | 50  |    |        |   | 14,085 |                        |  | 36  |         |  |   | (3,662  | ) |  | (26  | ) 
|Research and development                                  |  |                            | 1,696  |   |                        | 8   |    |        |   | 1,801  |                        |  | 5   |         |  |   | (105    | ) |  | (6   | ) 
|General and administrative                                |  |                            | 4,049  |   |                        | 19  |    |        |   | 3,638  |                        |  | 9   |         |  |   | 411     |   |  | 11   |   
|                                                          |  |                            |        |   |                        |     |    |        |   |        |                        |  |     |         |  |   |         |   |  |      |   
|Total operating expenses                                  |  |                            | 16,168 |   |                        | 78  |    |        |   | 19,524 |                        |  | 50  |         |  |   | (3,356  | ) |  | (17  | ) 
|                                                          |  |                            |        |   |                        |     |    |        |   |        |                        |  |     |         |  |   |         |   |  |      |   
|(Loss) income from operations                             |  |                            | (4,092 | ) |                        | (20 | )  |        |   | 6,793  |                        |  | 17  |         |  |   | (10,885 | ) |  | (160 | ) 
|Interest income, net                                      |  |                            | 106    |   |                        | 1   |    |        |   | 627    |                        |  | 2   |         |  |   | (521    | ) |  | (83  | ) 
|Other income (expense), net                               |  |                            | 390    |   |                        | 2   |    |        |   | (120   | )                      |  |    |         |  |   | 510     |   |  | (425 | ) 
|                                                          |  |                            |        |   |                        |     |    |        |   |        |                        |  |     |         |  |   |         |   |  |      |   
|(Loss) income before (benefit) provision for income taxes |  |                            | (3,596 | ) |                        | (17 | )  |        |   | 7,300  |                        |  | 19  |         |  |   | (10,896 | ) |  | (149 | ) 
|(Benefit) provision for income taxes                      |  |                            | (1,272 | ) |                        | (6  | )  |        |   | 2,640  |                        |  | 7   |         |  |   | (3,912  | ) |  | (148 | ) 
|                                                          |  |                            |        |   |                        |     |    |        |   |        |                        |  |     |         |  |   |         |   |  |      |   
|Net (loss) income                                         |  | $                          | (2,324 | ) |                        | (11 | )% |        | $ | 4,660  |                        |  | 12  | %       |  | $ | (6,984  | ) |  | (150 | )%
|                                                          |  |                            |        |   |                        |     |    |        |   |        |                        |  |     |         |  |   |         |   |  |      |   

Revenues

Revenues in the three months ended June 30, 2009 decreased from the three months ended June 30, 2008 by $18.4 million or 47%. The decrease was attributable to a number of factors (in thousands, except for
percentages):



|                                     |  |                            |        |      |   |        |   |   |         |   |  |     |   
|------------------------------------ |  | -------------------------- | ------ | ---- | - | ------ | - | - | ------- | - |  | --- | --
|                                     |  | Three Months EndedJune 30, |        | $    |   |        | % |  
|                                     |  | 2009                       |        | 2008 |   | Change |   |   | Change  |  
|Product sales in North America       |  | $                          | 7,793  |      | $ | 24,457 |   | $ | (16,664 | ) |  | (68 | )%
|Product sales outside North America  |  |                            | 8,699  |      |   | 10,646 |   |   | (1,947  | ) |  | (18 | ) 
|Parts, accessories and service sales |  |                            | 4,321  |      |   | 4,092  |   |   | 229     |   |  | 6   |   
|                                     |  |                            |        |      |   |        |   |   |         |   |  |     |   
|Total Revenues                       |  | $                          | 20,813 |      | $ | 39,195 |   | $ | (18,382 | ) |  | (47 | )%
|                                     |  |                            |        |      |   |        |   |   |         |   |  |     |   



| |  |  | Revenues from the sale of products in North America decreased by approximately $16.7 million, or 68%, from the 2008 period, primarily due to a decrease in the
number of product units sold, as well as an overall lower average selling price of our products which we attribute to adverse general business conditions. We develop and market aesthetic treatment systems (capital equipment) that are used by
physicians and other practitioners to perform non-invasive and minimally invasive procedures in the aesthetic marketplace. These procedures are discretionary and not reimbursed by third-party insurers. The significant majority of our business each
quarter is derived from new customers. A portion of our customers finance the purchase of these lasers through third party finance companies or banks. During the second quarter of 2009, credit was more difficult to obtain and our potential customers
were not as able to expand their practices or commit to purchasing equipment from us as compared to the second quarter of 2008. Additionally, we believe that due to the uncertain and adverse business conditions, some of our customers and potential
customers anticipated a decline in the number of patients seeking discretionary aesthetic laser treatments and therefore, decided not to purchase during the quarter. As a result of these factors, our sales unit volume and average selling prices
decreased as compared to the second quarter of 2008. We believe that the availability of credit remains limited and demand for discretionary aesthetic laser treatments remains uncertain and as a result, our revenues may continue to be adversely
affected.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revenues from sales of products outside of North America decreased by approximately $1.9 million, or 18%, from the 2008 period, due to a decrease in the number of
units sold as well as an overall lower average selling price by our Asia distributors and our European subsidiaries which we attribute to the adverse global business conditions. This decrease was partially offset by an increase in product units sold
at our subsidiaries in Asia, including our recently established subsidiary in Korea.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revenues from the sale of parts, accessories and services increased $0.2 million, or 6%, from the 2008 period, which includes an increase in revenues generated from
the sale of our service contracts and disposable components.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14



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##### Table of Contents

Cost of Revenues



|                                                     |  |                            |       |   |      |   |        |        |  |   |        |   |  |     |   
|---------------------------------------------------- |  | -------------------------- | ----- | - | ---- | - | ------ | ------ |  | - | ------ | - |  | --- | --
|                                                     |  | Three Months EndedJune 30, |       |   | $    |   |        | %      | 
|                                                     |  | 2009                       |       |   | 2008 |   |        | Change |  |   | Change |  
|Cost of revenues (in thousands)                      |  | $                          | 8,737 |   |      | $ | 12,878 |        |  | $ | (4,141 | ) |  | (32 | )%
|Cost of revenues (as a percentage of total revenues) |  |                            | 42    | % |      |   | 33     | %      |  |   |        |   |  |     |   

The decrease in the cost of revenues was primarily attributable to a 47% decrease in revenues for
the three months ended June 30, 2009 as compared with the three months ended June 30, 2008. Our cost of revenues increased as a percentage of revenues to 42% for the three months ended June 30, 2009, from 33% for the three months
ended June 30, 2008, resulting in a decrease in our gross margin of 9%, quarter over quarter. The decline in gross margin in the second quarter of 2009 as compared to the second quarter of 2008 was primarily a result of the higher percentage of
laser revenue from international distribution where our products tend to have lower sales prices than in North America. Also contributing to the decline in gross margin was an overall lower average selling price in North America.

Sales and Marketing



|                                                        |  |                            |        |   |      |   |        |        |  |   |        |   |  |     |   
|------------------------------------------------------- |  | -------------------------- | ------ | - | ---- | - | ------ | ------ |  | - | ------ | - |  | --- | --
|                                                        |  | Three Months EndedJune 30, |        |   | $    |   |        | %      | 
|                                                        |  | 2009                       |        |   | 2008 |   |        | Change |  |   | Change |  
|Sales and marketing (in thousands)                      |  | $                          | 10,423 |   |      | $ | 14,085 |        |  | $ | (3,662 | ) |  | (26 | )%
|Sales and marketing (as a percentage of total revenues) |  |                            | 50     | % |      |   | 36     | %      |  |   |        |   |  |     |   

Sales and marketing expenses decreased by $3.7 million, or 26%. The decrease is primarily
attributed to a $1.5 million reduction in commission expense associated with the 47% decrease of revenue, as well as a decrease of $1.6 million in personnel costs, travel expenses and other administrative costs associated with the overall reduction
of our worldwide direct sales organization and a decrease in promotional costs of $0.6 million, primarily due to a decreased number of clinical workshops, trade shows and other promotional efforts. Although we reduced sales and marketing expenses in
the three months ended June 30, 2009, as compared to the three months ended June 30, 2008, our sales and marketing expenses for the three months ended June 30, 2009 increased as a percentage of total revenues to 50% as a result of the
47% decrease in total revenues.

Research and Development



|                                                             |  |                            |       |   |      |   |       |        |  |   |        |   |  |    |   
|------------------------------------------------------------ |  | -------------------------- | ----- | - | ---- | - | ----- | ------ |  | - | ------ | - |  | -- | --
|                                                             |  | Three Months EndedJune 30, |       |   | $    |   |       | %      | 
|                                                             |  | 2009                       |       |   | 2008 |   |       | Change |  |   | Change |  
|Research and development (in thousands)                      |  | $                          | 1,696 |   |      | $ | 1,801 |        |  | $ | (105   | ) |  | (6 | )%
|Research and development (as a percentage of total revenues) |  |                            | 8     | % |      |   | 5     | %      |  |   |        |   |  |    |   

Research and development expenses decreased by $0.1 million for the three months ended
June 30, 2009, when compared with the three months ended June 30, 2008. This decrease was attributable to a reduction in personnel and other related expenses.

General and Administrative



|                                                               |  |                            |       |   |      |   |       |        |  |        |     |  |    |  
|-------------------------------------------------------------- |  | -------------------------- | ----- | - | ---- | - | ----- | ------ |  | ------ | --- |  | -- | -
|                                                               |  | Three Months EndedJune 30, |       |   | $    |   | %     |       
|                                                               |  | 2009                       |       |   | 2008 |   |       | Change |  | Change |    
|General and administrative (in thousands)                      |  | $                          | 4,049 |   |      | $ | 3,638 |        |  | $      | 411 |  | 11 | %
|General and administrative (as a percentage of total revenues) |  |                            | 19    | % |      |   | 9     | %      |  |        |     |  |    |  

General and administrative expenses increased by $0.4 million primarily due to an increase in
legal and professional services costs of $0.4 million associated with the patent infringement case against CoolTouch and a $0.5 million increase in bad debt expense. The overall increase was partially offset by $0.5 million reduction in personnel
costs, travel related expenses and other administrative costs.



15



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##### Table of Contents

Interest Income, net and Other Income (Expense), net



|                                           |  |                            |     |      |   |      |        |   |   |        |   |  |      |   
|------------------------------------------ |  | -------------------------- | --- | ---- | - | ---- | ------ | - | - | ------ | - |  | ---- | --
|                                           |  | Three Months EndedJune 30, |     |      | $ |      |        | % |  
|                                           |  | 2009                       |     | 2008 |   |      | Change |   |   | Change |  
|Interest income, net (in thousands)        |  | $                          | 106 |      | $ | 627  |        |   | $ | (521   | ) |  | (83  | )%
|Other income (expense), net (in thousands) |  | $                          | 390 |      | $ | (120 | )      |   | $ | 510    |   |  | (425 | )%

The decrease in interest income is primarily due to investing in securities that carry less risk
as opposed to a maximum return from the three month period ending June 30, 2008 to the three month period ended June 30, 2009. The increase in other income and (expense), net is primarily a result of net foreign currency remeasurement
gains in the second quarter of 2009 compared to net foreign currency remeasurement losses in the second quarter of 2008, as well as a $29,000 net recovery on auction rate securities, or ARS.

(Benefit) Provision for Income Taxes



|                                                                                 |  |                            |        |    |      |   |       |        |  |   |        |   |  |      |   
|-------------------------------------------------------------------------------- |  | -------------------------- | ------ | -- | ---- | - | ----- | ------ |  | - | ------ | - |  | ---- | --
|                                                                                 |  | Three Months EndedJune 30, |        |    | $    |   |       | %      | 
|                                                                                 |  | 2009                       |        |    | 2008 |   |       | Change |  |   | Change |  
|(Benefit) provision for income taxes (in thousands)                              |  | $                          | (1,272 | )  |      | $ | 2,640 |        |  | $ | (3,912 | ) |  | (148 | )%
|(Benefit) provision as a % of income before (benefit) provision for income taxes |  |                            | (35    | )% |      |   | 36    | %      |  |   |        |   |  |      |   

For the three months ended June 30, 2009, we recorded a pre-tax book loss and a benefit for
income taxes as compared to pre-tax book income and a provision for income taxes for the three months ended June 30, 2008. The effective tax rates for the three months ended June 30, 2009 and 2008 were 35% and 36%,
respectively. The decrease in the benefit as a percentage of income before benefit for income taxes is primarily due to changes in the jurisdictional mix of earnings and the impact of the R&D credit included in the three months ended
June 30, 2009.

SIX MONTHS ENDED JUNE 30, 2009 AND 2008

The following table contains selected statement of operations information, which serves as the basis of the discussion of our results of operations for the six months ended June 30, 2009 and 2008, respectively
(in thousands, except for percentages):



|                                                          |  |                          |         |   |                        |     |    |        |   |                        |  |     |         |  |   |         |   |  |      |   
|--------------------------------------------------------- |  | ------------------------ | ------- | - | ---------------------- | --- | -- | ------ | - | ---------------------- |  | --- | ------- |  | - | ------- | - |  | ---- | --
|                                                          |  | Six Months EndedJune 30, |         |   |                        |     |    |        |  
|                                                          |  | 2009                     |         |   | 2008                   |     |    |        |   |                        |  |    
|                                                          |  | Amount                   |         |   | As a % ofTotalRevenues |     |    | Amount |   | As a % ofTotalRevenues |  |     | $Change |  |   | %Change |  
|Revenues                                                  |  | $                        | 35,629  |   |                        | 100 | %  |        | $ | 75,958                 |  | 100 | %       |  | $ | (40,329 | ) |  | (53  | )%
|Cost of revenues                                          |  |                          | 14,537  |   |                        | 41  |    |        |   | 25,249                 |  | 33  |         |  |   | (10,712 | ) |  | (42  | ) 
|                                                          |  |                          |         |   |                        |     |    |        |   |                        |  |     |         |  |   |         |   |  |      |   
|Gross profit                                              |  |                          | 21,092  |   |                        | 59  |    |        |   | 50,709                 |  | 67  |         |  |   | (29,617 | ) |  | (58  | ) 
|Operating expenses                                        |  |                          |         |   |                        |     |    |        |   |                        |  |     |         |  |   |         |   |  |      |   
|Sales and marketing                                       |  |                          | 20,953  |   |                        | 59  |    |        |   | 27,279                 |  | 36  |         |  |   | (6,326  | ) |  | (23  | ) 
|Research and development                                  |  |                          | 3,437   |   |                        | 10  |    |        |   | 3,614                  |  | 5   |         |  |   | (177    | ) |  | (5   | ) 
|General and administrative                                |  |                          | 7,929   |   |                        | 22  |    |        |   | 7,125                  |  | 9   |         |  |   | 804     |   |  | 11   |   
|                                                          |  |                          |         |   |                        |     |    |        |   |                        |  |     |         |  |   |         |   |  |      |   
|Total operating expenses                                  |  |                          | 32,319  |   |                        | 91  |    |        |   | 38,018                 |  | 50  |         |  |   | (5,699  | ) |  | (15  | ) 
|                                                          |  |                          |         |   |                        |     |    |        |   |                        |  |     |         |  |   |         |   |  |      |   
|(Loss) income from operations                             |  |                          | (11,227 | ) |                        | (32 | )  |        |   | 12,691                 |  | 17  |         |  |   | (23,918 | ) |  | (188 | ) 
|Interest income, net                                      |  |                          | 371     |   |                        | 1   |    |        |   | 1,428                  |  | 2   |         |  |   | (1,057  | ) |  | (74  | ) 
|Other income, net                                         |  |                          | 334     |   |                        | 1   |    |        |   | 434                    |  |    |         |  |   | (100    | ) |  | (23  | ) 
|                                                          |  |                          |         |   |                        |     |    |        |   |                        |  |     |         |  |   |         |   |  |      |   
|(Loss) income before (benefit) provision for income taxes |  |                          | (10,522 | ) |                        | (30 | )  |        |   | 14,553                 |  | 19  |         |  |   | (25,075 | ) |  | (172 | ) 
|(Benefit) provision for income taxes                      |  |                          | (4,177  | ) |                        | (12 | )  |        |   | 5,024                  |  | 7   |         |  |   | (9,201  | ) |  | (183 | ) 
|                                                          |  |                          |         |   |                        |     |    |        |   |                        |  |     |         |  |   |         |   |  |      |   
|Net (loss) income                                         |  | $                        | (6,345  | ) |                        | (18 | )% |        | $ | 9,529                  |  | 13  | %       |  | $ | (15,874 | ) |  | (167 | )%
|                                                          |  |                          |         |   |                        |     |    |        |   |                        |  |     |         |  |   |         |   |  |      |   



16



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##### Table of Contents

Revenues

Revenues in the six months ended June 30, 2009 decreased from revenues in the six months ended June 30, 2008 by $40.3 million, or 53%. The decrease in revenues was attributable to a number of factors (in
thousands, except for percentages):



|                                     |  |                          |        |         |   |        |         |   |         |   |  |     |   
|------------------------------------ |  | ------------------------ | ------ | ------- | - | ------ | ------- | - | ------- | - |  | --- | --
|                                     |  | Six Months EndedJune 30, |        | $Change |   |        | %Change |  
|                                     |  | 2009                     |        | 2008    |   |       
|Product sales in North America       |  | $                        | 14,344 |         | $ | 48,068 |         | $ | (33,724 | ) |  | (70 | )%
|Product sales outside North America  |  |                          | 13,050 |         |   | 19,871 |         |   | (6,821  | ) |  | (34 | ) 
|Parts, accessories and service sales |  |                          | 8,235  |         |   | 8,019  |         |   | 216     |   |  | 3   |   
|                                     |  |                          |        |         |   |        |         |   |         |   |  |     |   
|Total Revenues                       |  | $                        | 35,629 |         | $ | 75,958 |         | $ | (40,329 | ) |  | (53 | )%
|                                     |  |                          |        |         |   |        |         |   |         |   |  |     |   



| |  |  | Revenues from the sale of products in North America decreased by approximately $33.7 million, or 70%, from the 2008 period, primarily due to a decrease in the
number of product units sold, as well as an overall lower average selling price of our products which we attribute to the adverse general business conditions. We develop and market aesthetic treatment systems (capital equipment) that are used by
physicians and other practitioners to perform non-invasive and minimally invasive procedures in the aesthetic marketplace. These procedures are discretionary and not reimbursed by third-party insurers. The significant majority of our business each
quarter is derived from new customers. A portion of our customers finance the purchase of these lasers through third party finance companies or banks. During the six months ended June 30, 2009, credit was more difficult to obtain and our
potential customers were not as able to expand their practices or commit to purchasing equipment from us as compared to the six months ended June 30, 2008. Additionally, we believe that due to the uncertain and adverse business conditions, some
of our customers and potential customers anticipated a decline in the number of patients seeking discretionary aesthetic laser treatments and therefore, decided not to purchase during the quarter. As a result of these factors, our sales unit volume
and average selling prices decreased as compared to the six months ended June 30, 2008. We believe that the availability of credit remains limited and demand for discretionary aesthetic laser treatments remains uncertain and as a result, our
revenues may continue to be adversely affected.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revenues from sales of products outside of North America decreased by approximately $6.8 million, or 34%, over the 2008 period, due to a decrease in the number of
units sold as well as an overall lower average selling price by our Asia distributors and our European subsidiaries which we attribute to the adverse global business conditions. This decrease was partially offset by our subsidiaries in Asia,
including our recently established subsidiary in Korea.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revenues from the sale of parts, accessories and services increased by approximately $0.2 million, or 3%, over the 2008 period, primarily due to an increase in
revenues generated from the sale of our service contracts, offset by a decrease in revenue sharing generated by our European subsidiaries.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cost of Revenues



|                                                     |  |                          |        |   |         |   |        |         |  |   |         |   |  |     |   
|---------------------------------------------------- |  | ------------------------ | ------ | - | ------- | - | ------ | ------- |  | - | ------- | - |  | --- | --
|                                                     |  | Six Months EndedJune 30, |        |   | $Change |   |        | %Change | 
|                                                     |  | 2009                     |        |   | 2008    |   |        |        
|Cost of revenues (in thousands)                      |  | $                        | 14,537 |   |         | $ | 25,249 |         |  | $ | (10,712 | ) |  | (42 | )%
|Cost of revenues (as a percentage of total revenues) |  |                          | 41     | % |         |   | 33     | %       |  |   |         |   |  |     |   

The decrease in the cost of revenues was primarily attributable to a 53% decrease in revenues for
the six months ended June 30, 2009 as compared with the six months ended June 30, 2008. Our cost of revenues increased as a percentage of revenues to 41% for the six months ended June 30, 2009, from 33% for the six months ended
June 30, 2008, resulting in a decrease in our gross margin of 8%, period over period. The decline in gross margin in the 2009 period as compared to the 2008 period was primarily a result of the higher percentage of laser revenue from
international distribution where the companys products tend to have lower sales prices than North America. Also contributing to the decline in gross margin was an overall lower average selling price in North America.



17



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##### Table of Contents

Sales and Marketing



|                                                        |  |                          |        |   |         |   |        |         |  |   |        |   |  |     |   
|------------------------------------------------------- |  | ------------------------ | ------ | - | ------- | - | ------ | ------- |  | - | ------ | - |  | --- | --
|                                                        |  | Six Months EndedJune 30, |        |   | $Change |   |        | %Change | 
|                                                        |  | 2009                     |        |   | 2008    |   |        |        
|Sales and marketing (in thousands)                      |  | $                        | 20,953 |   |         | $ | 27,279 |         |  | $ | (6,326 | ) |  | (23 | )%
|Sales and marketing (as a percentage of total revenues) |  |                          | 59     | % |         |   | 36     | %       |  |   |        |   |  |     |   

Sales and marketing expenses decreased by $6.3 million, or 23%. The decrease is primarily
attributed to a $3.1 million reduction in commission expense associated with the 53% decrease of revenue, as well as a decrease of $2.3 million in personnel costs, travel expenses and other administrative costs associated with the overall reduction
of our worldwide direct sales organization and a decrease in promotional costs of $0.9 million, primarily due to a decreased number of clinical workshops, trade shows and other promotional efforts. Although we reduced sales and marketing expenses in
the six months ended June 30, 2009, as compared to the six months ended June 30, 2008, our sales and marketing expenses for the six months ended June 30, 2009 increased as a percentage of total revenues to 59% as a result of the 53%
decrease in total revenues.

Research and Development



|                                                             |  |                          |       |   |         |   |       |         |  |   |      |   |  |    |   
|------------------------------------------------------------ |  | ------------------------ | ----- | - | ------- | - | ----- | ------- |  | - | ---- | - |  | -- | --
|                                                             |  | Six Months EndedJune 30, |       |   | $Change |   |       | %Change | 
|                                                             |  | 2009                     |       |   | 2008    |   |       |        
|Research and development (in thousands)                      |  | $                        | 3,437 |   |         | $ | 3,614 |         |  | $ | (177 | ) |  | (5 | )%
|Research and development (as a percentage of total revenues) |  |                          | 10    | % |         |   | 5     | %       |  |   |      |   |  |    |   

Research and development expenses decreased by $0.2 million for the six months ended June 30,
2009, when compared with the six months ended June 30, 2008. This decrease was primarily attributed to a reduction in personnel and other travel related expenses.

General and Administrative



|                                                               |  |                          |       |   |         |   |         |   |  |   |     |  |    |  
|-------------------------------------------------------------- |  | ------------------------ | ----- | - | ------- | - | ------- | - |  | - | --- |  | -- | -
|                                                               |  | Six Months EndedJune 30, |       |   | $Change |   | %Change |  
|                                                               |  | 2009                     |       |   | 2008    |   |         |  
|General and administrative (in thousands)                      |  | $                        | 7,929 |   |         | $ | 7,125   |   |  | $ | 804 |  | 11 | %
|General and administrative (as a percentage of total revenues) |  |                          | 22    | % |         |   | 9       | % |  |   |     |  |    |  

General and administrative expenses increased primarily due to an increase in legal and
professional services costs of $1.0 million associated with the patent infringement case against CoolTouch and a $0.8 million increase in bad debt expense. The overall increase was partially offset by a $1.0 million reduction in personnel costs,
travel related expenses and other administrative costs associated with the overall reduction of our workforce.

Interest Income, net and Other
Income, net



|                                    |  |                          |     |         |   |       |         |   |        |   |  |     |   
|----------------------------------- |  | ------------------------ | --- | ------- | - | ----- | ------- | - | ------ | - |  | --- | --
|                                    |  | Six Months EndedJune 30, |     | $Change |   |       | %Change |  
|                                    |  | 2009                     |     | 2008    |   |      
|Interest income, net (in thousands) |  | $                        | 371 |         | $ | 1,428 |         | $ | (1,057 | ) |  | (74 | )%
|Other income, net (in thousands)    |  | $                        | 334 |         | $ | 434   |         | $ | (100   | ) |  | (23 | )%

The decrease in interest income is primarily due to investing in securities that carry less risk
as opposed to a maximum return from the six month period ending June 30, 2008 to the six month period ended June 30, 2009. The decrease in other income is primarily a result of less net foreign currency remeasurement gains in the first
half of 2009 compared to the first half of 2008.



18



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##### Table of Contents

Provision for Income Taxes



|                                                                                 |  |                          |        |    |         |   |       |         |  |   |        |   |  |      |   
|-------------------------------------------------------------------------------- |  | ------------------------ | ------ | -- | ------- | - | ----- | ------- |  | - | ------ | - |  | ---- | --
|                                                                                 |  | Six Months EndedJune 30, |        |    | $Change |   |       | %Change | 
|                                                                                 |  | 2009                     |        |    | 2008    |   |       |        
|(Benefit) provision for income taxes (in thousands)                              |  | $                        | (4,177 | )  |         | $ | 5,024 |         |  | $ | (9,201 | ) |  | (183 | )%
|(Benefit) provision as a % of income before (benefit) provision for income taxes |  |                          | (40    | )% |         |   | 35    | %       |  |   |        |   |  |      |   

For the six months ended June 30, 2009, we recorded a pre-tax book loss and a benefit for
income taxes as compared to pre-tax book income and a provision for income taxes for the six months ended June 30, 2008. The effective tax rates for the six months ended June 30, 2009 and 2008 were 40% and 35%, respectively. The
increase in the benefit as a percentage of income before benefit for income taxes is primarily due to changes in the jurisdictional mix of earnings and the impact of the R&D credit included in the six months ended June 30, 2009.

Liquidity and Capital Resources

We require cash
to pay our operating expenses, make capital expenditures and pay our short and long-term liabilities. Since our inception, we have funded our operations through private and public placements of equity securities, short-term borrowings and funds
generated from our operations. At June 30, 2009, our cash, cash equivalents, marketable securities and short-term investments and related financial instruments were $88.7 million. Our cash and cash equivalents of $48.2 million are highly liquid
investments with maturity of 90 days or less at date of purchase and consist of investments in money market funds with commercial banks and financial institutions backed by U.S. treasuries or government obligations. Our marketable securities of
$21.3 million consist of investments in various state and municipal government obligations, bonds and corporate and U.S. government sponsored enterprises, all of which mature by June 29, 2010. Our short-term investments and related financial
instruments, which include ARS with a fair market value of $17.0 and a related right with a fair market value of $2.2 million, consist primarily of tax exempt certificates with an auction reset feature, with underlying assets consisting generally of
student loans, substantially backed by the federal government.

In February 2008, auctions began to fail for auction rate securities and
each auction since then has failed, with one exception. During the year ended December 31, 2008, certain investments in ARS were successfully called at full par value and we received cash proceeds of approximately $8.2 million. During the six
months ended June 30, 2009, we received an additional $1.9 million in cash proceeds related to certain investments in ARS that were successfully called at full par value.

On November 3, 2008, we agreed to accept Auction Rate Security Rights, or Rights, from UBS Financial Services Inc., or UBS. The Rights permit us to
sell, or put, our auction rate securities back to UBS at par value at any time during the period from June 30, 2010 through July 2, 2012. We expect to exercise these Rights and put our auction rate securities back to UBS on June 30,
2010, the earliest date allowable under the Rights; therefore, we have reclassified our ARS and associated Rights to short-term investments and other related financial instruments as of June 30, 2009. These Rights are nontransferable securities
registered with the Securities and Exchange Commission, or the SEC. As a result of accepting the Rights, we have released UBS and its employees/agents from all claims except claims for consequential damages directly or indirectly relating to
UBSs marketing and sale of ARS and agreed not to serve as a class representative or receive benefits under any class action settlement or investor fund.

During the fourth quarter of 2008, we transferred the ARS investments, at their fair value of $16.8 million, from available-for-sale to trading marketable securities, as elected under SFAS No. 115. We
recognized an other-than-temporary impairment charge of approximately $4.3 million, which is based on the $16.8 million fair value of the ARS using a discounted cash flow methodology. We recorded the $4.3 million charge in other income (expense) in
the consolidated statement of operations for the year ended December 31, 2008, for the amount of unrealized loss not previously recognized in earnings. Upon acceptance of the Rights, on November 3, 2008, we elected to measure the Rights
under the provisions of FASB Statement No. 159, The Fair Value Option for Financial Assets and Liabilities, or SFAS 159, and to recognize future changes in the fair value of the Rights as they occur in operations in order to offset the
fair value movements of the ARS, which would create accounting symmetry with changes in the fair value of the ARS. As of December 31, 2008, we recorded approximately $4.3 million as the fair value of the Rights, using a discounted cash flow
methodology and classified the Rights as long-term investments and related financial instruments on the consolidated balance sheet, with a corresponding credit to other income (expense) in the consolidated statement of operations for the year ended
December 31, 2008. As a result of the illiquidity in the market for ARS investments, we have estimated the fair value of our ARS and the Rights using a Level 3 valuation methodology. During the six months ended June 30, 2009, we recorded a
loss in the fair value of the Rights of $2.1 million in loss on investment and recorded an offsetting gain of $2.1 million for the value of the ARS within other income (expense) in the statement of operations. We anticipate that any future changes
in the fair value of the ARS will be mostly offset by the changes in the fair value of the related Rights, both of which will be adjusted to their estimated fair value on an ongoing basis.

Based on our expectations for future operating cash flows and our other sources of cash, we do not anticipate the current lack of liquidity on these
investments will affect our ability to execute our current business plan.



19



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##### Table of Contents

The recent disruptions in the financial and credit markets have also reduced access to cash by our
customers and potential customers. If the capital spending of our customers or potential customers continues to decrease, demand for our products would likely be adversely affected and our revenue will continue to decline. Challenging economic and
credit conditions also may impair the ability of our customers to pay for our products and services for which they have contracted. While we continue to complete appropriate credit reviews of our customers prior to shipment of product and revenue
recognition, we may be required to write off accounts receivable that become uncollectible.

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. Due to certain
capital expenditures incurred during the year ended December 31, 2008, including the expansion of our corporate headquarters facility and the implementation of a new financial software system, we expected that capital expenditures during the 12
months ended December 31, 2009 would be less than our capital expenditures during the 12 months ended December 31, 2008. However during the six months ended June 30, 2009, we transferred an increased amount of demonstration equipment from
inventory to fixed assets as compared to the same period of 2008, and as a result, we expect capital expenditures will be slightly higher in 2009 than in 2008.

On July 28, 2009, we announced that our Board of Directors authorized the repurchase of up to $10 million of our Class A common stock from time to time on the open market or in privately negotiated
transactions.

We believe that our current cash, cash equivalents and marketable securities, as well as cash generated from operations,
will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for the foreseeable future.

Cash Flows

Net cash used in operating activities was $1.5 million for the six months ended June 30, 2009. This resulted primarily from net loss
for the period of $6.3 million, decreased by approximately $6.2 million in depreciation and amortization and stock-based compensation expense and decreased by approximately $0.1 million in accretion of discounts on marketable securities. Net changes
in working capital items decreased cash from operating activities by approximately $1.6 million principally related to an increase in other assets and deferred revenue, offset by a decrease in amounts due to related party, accrued expenses and
accounts receivable due to increased collection efforts and reduced sales. Net cash provided by investing activities was $0.5 million for the six months ended June 30, 2009, which consisted primarily of the net proceeds from the sale of
marketable securities of $5.4 million, offset by $4.7 million used for fixed asset purchases including demonstration equipment. Net cash used in financing activities during the six months ended June 30, 2009 was $0.2 million, principally
relating to payments on capital lease obligations.

Net cash provided by operating activities was $9.7 million for the six months
ended June 30, 2008. This resulted primarily from net income for the period of $9.5 million, increased by approximately $5.4 million in depreciation and amortization and stock-based compensation expense and increased by approximately
$0.2 million in accretion of discounts on marketable securities. Net changes in working capital items decreased cash from operating activities by approximately $5.4 million principally related to an increase in accounts receivable due to
an increase in sales, particularly in the last month of the quarter as the result of our introduction of the Smartlipo MPX systems, and an increase in inventory for anticipated future sales, offset by an increase in accounts payable and deferred
revenue. Net cash provided by investing activities was $1.0 million for the six months ended June 30, 2008, which consisted primarily of the net proceeds of $4.6 million from the sales and maturities of marketable securities, offset
by purchases of marketable securities, and offset by $3.6 million used for fixed asset purchases. Net cash provided by financing activities during the six months ended June 30, 2008 was $1.4 million, principally relating to proceeds
from stock option exercises and related tax benefits.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations set forth above are based on our financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On
an ongoing basis, we evaluate our estimates and judgments, including those that relate to revenue recognition, allowances for doubtful accounts, inventories, warranty obligations, stock-based compensation and income taxes. We base our estimates on
historical experience and on various assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities, and the reported
amounts of revenues and expenses, that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A discussion of our critical accounting policies and the related judgments
and estimates affecting the preparation of our consolidated financial statements is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. There have been no material changes to our critical accounting policies
as of June 30, 2009.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

The following discussion about our market risk disclosures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. We are exposed to market risk related to changes
in interest rates and foreign currency exchange rates. We do not use derivative financial instruments.



20



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##### Table of Contents

Interest Rate Sensitivity. We maintain an investment portfolio consisting mainly of money market funds, state and
municipal government obligations, some of which are auction rate securities, federal agency notes and corporate bonds. The securities, other than money market funds and auction rate securities are classified as available-for-sale and consequently
are recorded on the balance sheet at fair value with unrealized gains and losses reported as a separate component of accumulated other comprehensive (loss) income. All investments, other than auction rate securities, mature by June 29, 2010.
These available-for-sale securities are subject to interest rate risk and will fall in value if market interest rates increase, which could result in a realized loss if we are forced to sell an investment before its scheduled maturity. We currently
have the ability and intent to hold our fixed income investments until maturity. We do not utilize derivative financial instruments to manage our interest rate risks.

The following table provides information about our investment portfolio in available-for-sale debt securities. For investment securities, the table presents principal cash flows (in thousands) and weighted average
interest rates by expected maturity dates.



|                               |  |               |        |   |      |   |       |      |  |   |        |  
|------------------------------ |  | ------------- | ------ | - | ---- | - | ----- | ---- |  | - | ------ | -
|                               |  | June 30, 2009 |        |   | 2009 |   |       | 2010 | 
|Investments (at fair value)    |  | $             | 21,295 |   |      | $ | 6,149 |      |  | $ | 15,146 |  
|Weighted average interest rate |  |               | 3.13   | % |      |   | 5.52  | %    |  |   | 2.16   | %

We hold investments in auction rate securities with underlying assets that generally consist of
student loans, which are substantially backed by the federal government. In February 2008, auctions began to fail for these securities and each auction since then has failed, with one exception. To date we have collected all interest receivable on
outstanding ARS when due and expect to continue to do so in the future. During the six months ended June 30, 2009, certain investments in ARS were successfully called at full par value and we received cash proceeds of approximately $1.9
million.

During the six months ended June 30, 2009, we adjusted the carrying amount of our ARS to estimated fair market value in
accordance with FASB Statement No. 157, Fair Value Measurements, or SFAS 157. If uncertainties in the credit and capital markets continue and these markets deteriorate further or we experience any additional rating downgrades on any
investments in its portfolio, we may incur further other-than-temporary impairments, which could negatively affect our financial condition, cash flow and reported earnings.

As discussed further in Liquidity and Capital Resources above, in November 2008 we agreed to accept Auction Rate Security Rights, or Rights,
from UBS Financial Services Inc., or UBS, which permit us to sell, or put, our auction rate securities back to UBS at par value at any time during the period from June 30, 2010 and July 2, 2012. Associated with the Rights, we
classified $16.8 million of our ARS from available-for-sale securities to trading securities as of December 31, 2008. For the period ended June 30, 2009, we measured the value of the ARS, under the fair value option of SFAS 157 at $17.0
million and we recognized a recovery of $2.1 million in gain on investment. We measured the value of the Rights under SFAS 159 and recorded an offsetting loss of $2.1 million within other income (expense) in the statement of operations for the six
month period ended June 30, 2009. We expect that the future changes in the fair value of the ARS will be mostly offset by the fair value movements in the related Rights.

Foreign Currency Exchange. A significant portion of our operations is conducted through operations in countries other than the United States. Revenues from our international operations that were recorded in
U.S. dollars represented approximately 37% of our total international revenues during the six months ended June 30, 2009. Substantially all of the remaining 63% were sales in euros, British pounds, Japanese yen, Chinese yuan and South Korean
won. Since we conduct our business in U.S. dollars, our main exposure, if any, results from changes in the exchange rate between these currencies and the U.S. dollar. Our functional currency is the U.S. dollar. Our policy is to reduce exposure to
exchange rate fluctuations by having most of our assets and liabilities, as well as most of our revenues and expenditures, in U.S. dollars, or U.S. dollar linked. Therefore, we believe that the potential loss that would result from an increase or
decrease in the exchange rate is immaterial to our business and net assets.



|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the
effectiveness of our disclosure controls and procedures as of June 30, 2009. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the
Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required
disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2009, our principal executive officer and principal financial officer have concluded that, as of
such date, our disclosure controls and procedures were effective at the reasonable assurance level.



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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 Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II  Other Information



|Item 1. | Legal Proceedings
|------- | -----------------

In May 2005, Dr. Ari
Weitzner, individually and as putative representative of a purported class, filed a complaint against us under the federal Telephone Consumer Protection Act, or the TCPA in Massachusetts Superior Court in Middlesex County seeking monetary damages,
injunctive relief, costs and attorneys fees. The complaint alleges that we violated the TCPA by sending unsolicited advertisements by facsimile to the plaintiff and other recipients without the prior express invitation or permission of the
recipients. Under the TCPA, recipients of unsolicited facsimile advertisements are entitled to damages of up to $500 per facsimile for inadvertent violations and up to $1,500 per facsimile for knowing or willful violations. Based on discovery in
this matter, the plaintiff alleges that approximately three million facsimiles were sent on our behalf by a third party to approximately 100,000 individuals. On February 6, 2008, several months after the close of discovery, the plaintiff served
a motion for class certification, which we vigorously opposed on numerous factual and legal grounds, including that a nationwide class action may not be maintained in a Massachusetts state court by Dr. Weitzner, a New York resident; individual
issues predominate over common issues; a class action is not superior to other methods of resolving TCPA claims; and Dr. Weitzner is an inadequate class representative. We also believe we have many merits defenses, including that the faxes in
question do not constitute advertising within the meaning of the TCPA and many recipients had an established business relationship with us and are thereby deemed to have consented to the receipt of facsimile communications. The Court
held a hearing on the plaintiffs class certification motion on June 17, 2008. No decision on the motion has been rendered. We are not currently able to estimate the amount or range of loss that could result from an unfavorable outcome of
this lawsuit.

On July 16, 2008, we commenced a declaratory judgment action in the U.S. District Court for the District of
Massachusetts requesting a declaration that Dr. Weitzners and the putative class claims are covered under our general liability insurance policies. On August 11, 2008, our insurance company filed an Answer and Counterclaim against us
seeking a declaration that our policy does not provide coverage for Dr. Weitzners claims. On August 19, 2008, we filed a reply to the Counterclaim. The insurance company filed a Motion for Summary Judgment on December 15, 2008,
and we cross moved for Summary Judgment on January 15, 2009. The Court held a hearing on the motions on February 26, 2009, and on April 8, 2009 rendered a decision that our liability insurer is obligated to provide us with a defense
to the Weitzner action and, if necessary, indemnify us for the putative class claims. Thereafter, our liability insurer filed a motion for reconsideration, which we opposed. The Court denied the insurers motion on May 13, 2009. Our fee
application is currently before the Court.

On January 9, 2008, we commenced a lawsuit in the U.S. District Court for the District of
Massachusetts against CoolTouch Inc., or CoolTouch, for infringement of U.S. Patent No. 6,206,873, or the 873 patent. Our complaint alleges that CoolTouchs CoolLipo infringes on the 873 patent and seeks damages and injunctive
relief. On January 31, 2008, CoolTouch answered our complaint, denying liability and alleging that the 873 patent is not infringed and is invalid, and also asserted counterclaims against us in the same court alleging patent infringement by us.
CoolTouchs counterclaim alleged that our Affirm product infringes U.S. Patent Nos. 7,122,029 and 6,451,007, and that our Smartlipo product infringes U.S. Patent No. 7,217,265, and seeks damages in an unspecified amount, as well as
injunctive relief. On February 18, 2009, CoolTouch dismissed, with prejudice, its counterclaims alleging that we infringe U.S. Patent Nos. 7,217,265 and 6,451,007. We are vigorously prosecuting our claims against CoolTouch and defending against
CoolTouchs remaining counterclaims. We are not able to estimate the amount or range of loss that could result from an unfavorable outcome of the lawsuit as the matter is still ongoing.

On March 3, 2009, we announced that the U.S. District Court for the District of Massachusetts had issued a favorable set of rulings in a Markman
hearing in our patent infringement lawsuit against CoolTouch. The lawsuit alleges that CoolTouchs 1320 nm CoolLipo laser system infringes on the 873 patent, which relates to methods for liquefying and removing subcutaneous fat cells
through the use of laser energy. The 873 patent is owned by the companys largest shareholder, El.En. S.p.A.

In addition to the
matters discussed above, from time to time, we are subject to various claims, lawsuits, disputes with third parties, investigations and pending actions involving various allegations against us incident to the operation of its business, principally
product liability. Each of these other matters is subject to various uncertainties, and it is possible that some of these other matters may be resolved unfavorably to us. We establish accruals for losses that management deems to be probable and
subject to reasonable estimate. We believe that the ultimate outcome of these matters will not have a material adverse impact on our consolidated financial position, results of operations or cash flows.



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|Item 1A. | Risk Factors
|-------- | ------------

Investing in our common stock
involves a high degree of risk. You should carefully consider the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2008 in addition to the other information included in this quarterly report.
If any of the risks actually occurs, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could fall.

As of June 30, 2009, there have been no any material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, although we may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

We held our 2009 Annual Meeting of Stockholders on May 13, 2009. At the 2009 Annual Meeting, our stockholders elected all of the director nominees and ratified the selection of Ernst & Young LLP as our independent registered
public accounting firm for 2008.

Holders of our class A and class B common stock, voting together as a single class, elected Thomas H.
Robinson to serve as our class I classified director until our 2012 annual meeting of stockholders and until his successor is elected and qualified. Holders of our class B common stock, voting as a separate class, elected Ettore V. Biagioni, Andrea
Cangioli, Leonardo Masotti and George J. Vojta to serve as our class B directors until our 2010 annual meeting and until their successors are elected and qualified.

The matters acted upon at the 2009 Annual Meeting, and the voting tabulation for each matter, are as follows:



|            |  |                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Proposal 1: |  | The election of one class I classified director for the next three years (voted on by holders of class A common stock and class B common stock, voting together as a single
class):



|                   |  |            |  |               
|------------------ |  | ---------- |  | --------------
|Nominee            |  | Votes For  |  | Votes Withheld
|Thomas H. Robinson |  | 10,169,962 |  | 1,598,727     



|            |  |                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Proposal 2: |  | The election of four class B directors for the next year; (voted on by the holders of class B common stock, voting as a separate class):



|                   |  |           |  |               
|------------------ |  | --------- |  | --------------
|Nominee            |  | Votes For |  | Votes Withheld
|Ettore V. Biagioni |  | 2,938,628 |  | 0             
|Andrea Cangioli    |  | 2,938,628 |  | 0             
|Leonardo Masotti   |  | 2,938,628 |  | 0             
|George J. Vojta    |  | 2,938,628 |  | 0             



|            |  |                                                                                                                                                                                                                                                         
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Proposal 3: |  | Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2009 (voted on by holders of class A
common stock and class B common stock, voting together as a single class):



|           |  |               |  |        
|---------- |  | ------------- |  | -------
|Votes For  |  | Votes Against |  | Abstain
|11,673,713 |  | 89,841        |  | 5,135  



|Item 6. | Exhibits
|------- | --------

(a) Exhibits



|            |  |                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                               
|31.1        |  | Certification of the Principal Executive Officer                                                          
|            | 
|31.2        |  | Certification of the Principal Financial Officer                                                          
|            | 
|32.1        |  | Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2        |  | Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant certifies that it has caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                     |  |                |  |                                                                
|-------------------- |  | -------------- |  | ---------------------------------------------------------------
|                     |  | Cynosure, Inc.
|                     |  | (Registrant)  
|                     |  |               
|Date: August 7, 2009 |  | By:            |  | /s/ MICHAEL R. DAVIN                                           
|                     |  |                |  | Michael R. Davin                                               
|                     |  |                |  | Chairman, President, Chief Executive Officer                   
|                     |  |               
|Date: August 7, 2009 |  | By:            |  | /s/ TIMOTHY W. BAKER                                           
|                     |  |                |  | Timothy W. Baker                                               
|                     |  |                |  | Executive Vice President, Chief Financial Officer and Treasurer



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EXHIBIT INDEX



|            |  |                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                               
|31.1        |  | Certification of the Principal Executive Officer                                                          
|            | 
|31.2        |  | Certification of the Principal Financial Officer                                                          
|            | 
|32.1        |  | Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2        |  | Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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