(Exact name of Registrant as specified in its charter)
Delaware
000-50644
77-0492262
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
3240 Bayshore Blvd.
Brisbane,California94005
(Address of principal executive offices, including zip code)
(415)657-5500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($0.001 par value)
CUTR
The NASDAQ Stock Market, LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On December 7, 2022, Cutera, Inc. (the “Company”) announced its intention to offer convertible senior notes in a private placement to qualified institutional buyers (the “Offering”) pursuant to Rule 144A under the Securities Act (the “Act”). On December 7, 2022, the Company delivered an investor presentation in connection with the Offering, in which the Company is providing the following Non-GAAP financial data and a reconciliation to GAAP.
CUTERA, INC.
RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
TO NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Twelve Months Ended December 31, 2019
GAAP
Depreciation and Amortization
Stock-Based Compensation
CRM and ERP Implementation
Other Adjustments
Non-GAAP
Net revenue
$
181,712
—
—
—
—
$
181,712
Cost of revenue
83,549
(522)
(1,572)
—
—
81,455
Gross profit
98,163
522
1,572
—
—
100,257
Gross margin %
54.0
%
55.2
%
Operating expenses:
Sales and marketing
71,109
(3,627)
(4,510)
(325)
—
62,647
Research and development
15,085
(109)
(1,536)
—
—
13,440
General and administrative
24,033
(205)
(2,214)
(1,089)
(614)
19,911
Total operating expenses
110,227
(3,941)
(8,260)
(1,414)
(614)
95,998
Adjusted EBITDA
$
(12,064)
$
4,463
$
9,832
$
1,414
$
614
$
4,259
CUTERA, INC.
RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
TO NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Twelve Months Ended December 31, 2020
GAAP
Depreciation and Amortization
Stock-Based Compensation
CRM and ERP Implementatio/ write-off
Severance (RIF)
Legal/Former CFO Settlement/Lutronic
Other Adjustments
Non-GAAP
Net revenue
$
147,683
—
—
—
—
—
—
$
147,683
Cost of revenue
71,911
(591)
(1,665)
—
(318)
—
275
69,612
Gross profit
75,772
591
1,665
—
318
—
(275)
78,071
Gross margin %
51.3
%
52.9
%
Operating expenses:
Sales and marketing
52,766
(3,136)
(3,384)
—
(274)
—
—
45,972
Research and development
14,322
(149)
(1,670)
—
(130)
—
—
12,373
General and administrative
31,512
(111)
(3,390)
(1,139)
(101)
(1,925)
(324)
24,522
Total operating expenses
98,600
(3,396)
(8,444)
(1,139)
(505)
(1,925)
(324)
82,867
Adjusted EBITDA
$
(22,828)
$
3,987
$
10,109
$
1,139
$
823
$
1,925
$
49
$
(4,796)
CUTERA, INC.
RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
TO NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Twelve Months Ended December 31 , 2021
GAAP
Depreciation and Amortization
Stock-Based Compensation
CRM and ERP Implementation Cost
Severance (RIF)
Legal - Lutronic
Other Adjustments
Non-GAAP
Net revenue
$
231,270
—
—
—
—
—
—
$
231,270
Cost of revenue
98,165
(526)
(1,408)
—
—
—
791
97,022
Gross profit
133,105
526
1,408
—
—
—
(791)
134,248
Gross margin %
57.6
%
58.0
%
Operating expenses:
Sales and marketing
76,762
(2,420)
(3,160)
(182)
(638)
—
—
70,362
Research and development
21,568
(182)
(2,784)
—
—
—
—
18,602
General and administrative
32,945
(60)
(5,820)
(1,316)
—
(1,201)
—
24,548
Total operating expenses
131,275
131275
(2,662)
(11,764)
(1,498)
(638)
(1,201)
—
113,512
Adjusted EBITDA
$
1,830
$
3,188
$
13,172
$
1,498
$
638
$
1,201
$
(791)
$
20,736
CUTERA, INC.
RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
TO NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Nine Months Ended September 30, 2022
GAAP
Depreciation and Amortization
Stock-Based Compensation
CRM and ERP Implementatio/ write-off
Legal - Lutronic
Severence
Other Adjustments
Non-GAAP
Net revenue
$
185,046
—
—
—
—
—
—
$
185,046
Cost of revenue
83,966
(596)
(1,430)
—
—
(26)
290
82,204
Gross profit
101,080
596
1,430
—
—
26
(290)
102,842
Gross margin %
54.6
%
55.6
%
Operating expenses:
Sales and marketing
78,433
(2,328)
(3,855)
—
—
(262)
—
71,988
Research and development
19,747
(180)
(2,513)
—
—
(88)
—
16,966
General and administrative
35,554
(238)
(5,223)
(7,712)
(1,062)
(39)
—
21,280
Total operating expenses
133,734
(2,746)
(11,591)
(7,712)
(1,062)
(389)
—
110,234
Adjusted EBITDA
$
(32,654)
$
3,342
$
13,021
$
7,712
$
1,062
$
415
$
(290)
$
(7,392)
Item 8.01. Other Events.
As previously announced in March 2022, AviClear became the first FDA-cleared device for the treatment of mild, moderate, and severe acne across all skin types. In November 2022, the Company disclosed that it expected a full commercial launch of AviClear by December 31, 2022. On November 3, 2022, the Company anticipated there being 360 active AviClear devices by December 31, 2022. As of November 30, 2022, there were 387 active AviClear devices. The Company is continuing to place AviClear devices with customers in the month of December.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
ExhibitNo.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.