0001162461FALSE00011624612023-08-082023-08-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 8, 2023
Date of Report (date of earliest event reported)
Cutera-Logo_CMYK-Navy.jpg
Cutera, Inc.
(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, California 94005
(Address of principal executive offices)
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.001 par value)CUTRThe 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. ☐
Explanatory Note
This Current Report on Form 8-K/A amends the Current Report on Form 8-K furnished by Cutera, Inc. (the “Company”) to the Securities and Exchange Commission (the “SEC”) on August 8, 2023 (the “Original Report”) and is being furnished solely in order to provide a revised version of Exhibit 99.1 to correct the GAAP to non-GAAP reconciliation tables included in Exhibit 99.1 of the Original Report as a result of the restatement of previously issued financial statements described below.
Item 2.02.     Results of Operations and Financial Condition.
As described in the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2024, prior to the filing of the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023, the Company identified material errors in the Company’s accounting for physical inventory and deficiencies in the related internal controls. As a result, the condensed consolidated balance sheet as of June 30, 2023 and the condensed consolidated statement of operations and the condensed consolidated condensed statement of cash flow for the three and six month period then ended included in the Original Report were restated and reported in the Form 10-Q/A filed the SEC on March 5, 2024.

The Original Form 8-K included, as Exhibit 99.1, a copy of the Company’s earnings press release issued on August 8, 2023 (the “Earnings Release”), which included, the Company’s condensed consolidated financial statements and certain non-GAAP measures for the three and six months ended June 30, 2023 and 2022.

Accordingly, the Company is furnishing herewith as Exhibit 99.1 amended and updated tables regarding the reconciliation of the Company’s GAAP Gross Profit, Gross Margin and Operating Income to non-GAAP Gross Profit, Gross Margin and Operating Income contained in the Earnings Release, which supersede entirely the corresponding tables included in the Earnings Release.

The information provided pursuant to this Item 2.02 and Exhibit 99.1 is to be considered “furnished” pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of Cutera’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
Item 9.01.    Financial Statements and Exhibits. 
(d)Exhibits.
Exhibit No.
 Description
99.1 
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.
 CUTERA, INC.
 
Date: March 5, 2024
 /s/ Stuart Drummond
 Stuart Drummond
 Interim Chief Financial Officer



Exhibit 99.1
cutera-logo_cmykxnavy.jpg

Revised Second Quarter 2023 Non-GAAP Financial Measures

Cutera, Inc. (Nasdaq: CUTR) (“Cutera” or the “Company”) hereby provides an update of its Non-GAAP financial measures for the second quarter ended June 30, 2023.

CUTERA, INC. 
RECONCILIATION OF GAAP GROSS PROFIT, GROSS MARGIN AND OPERATING INCOME
TO NON-GAAP GROSS PROFIT, GROSS MARGIN AND OPERATING INCOME
(in thousands, except percentages)
(unaudited) 

 Three Months Ended June 30, 2023
 Gross ProfitGross MarginOperating Income
Reported$26,083 42.2 %$(31,163)
Adjustments:
Depreciation and amortization including contract acquisition costs1,998 3.2 %3,991 
Stock-based compensation361 0.6 %1,550 
ERP implementation costs— — 770 
   Legal — — 394 
Severance— — %234 
Retention plan costs65 0.1 %2,972 
Board of Director legal and advisory fees— — 7,709 
Other adjustments307 0.5 %307 
     Total adjustments2,731 4.4 %17,927 
Adjusted$28,814 46.6 %$(13,236)

 Three Months Ended June 30, 2022
 Gross ProfitGross MarginOperating Income
Reported$35,044 54.6 %$(10,064)
Adjustments:
Depreciation and amortization including contract acquisition costs161 0.3 %1,068 
Stock-based compensation500 0.8 %4,733 
ERP implementation costs— — 2,385 
Legal— — 242 
     Total adjustments661 1.1 %8,428 
Adjusted$35,705 55.7 %$(1,636)


CUTERA, INC. 
RECONCILIATION OF GAAP GROSS PROFIT, GROSS MARGIN AND OPERATING INCOME
TO NON-GAAP GROSS PROFIT, GROSS MARGIN AND OPERATING INCOME
(in thousands, except percentages)
(unaudited) 

 Six Months Ended June 30, 2023
 Gross ProfitGross MarginOperating Income
Reported$47,715 41.0 %$(57,764)
Adjustments:
Depreciation and amortization including contract acquisition costs3,597 3.1 %7,578 
Stock-based compensation725 0.6 %4,936 
ERP implementation costs— — 1,288 
   Legal — — 1,046 
Severance119 0.1 %549 
Retention plan costs65 0.1 %2,972 
Board of Director legal and advisory fees— — 7,709 
Other adjustments307 0.3 %892 
     Total adjustments4,813 4.2 %26,970 
Adjusted$52,528 45.2 %$(30,794)

 Six Months Ended June 30, 2022
 Gross ProfitGross MarginOperating Income
Reported$66,832 54.7 %$(23,221)
Adjustments:
Depreciation and amortization including contract acquisition costs237 0.2 %2,147 
Stock-based compensation959 0.8 %8,776 
ERP implementation costs— — 6,361 
Legal— — 496 
     Total adjustments1,196 1.0 %17,780 
Adjusted$68,028 55.7 %$(5,441)

v3.24.0.1
Cover
Aug. 08, 2023
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Aug. 08, 2023
Entity Registrant Name Cutera, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-50644
Entity Tax Identification Number 77-0492262
Entity Address, Address Line One 3240 Bayshore Blvd.
Entity Address, City or Town Brisbane
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94005
City Area Code 415
Local Phone Number 657-5500
Title of 12(b) Security Common Stock ($0.001 par value)
Trading Symbol CUTR
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001162461
Amendment Flag false
Cutera (NASDAQ:CUTR)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Cutera Charts.
Cutera (NASDAQ:CUTR)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Cutera Charts.