Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-50644 | |
Entity Registrant Name | Cutera, Inc. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,835,472 | |
Entity Central Index Key | 0001162461 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Amendment Description | EXPLANATORY NOTECutera, Inc., a Delaware corporation (“we”, “us”, “our”, the “Company” or “Cutera”), is filing this Amendment No. 1 to Form 10-Q (this “Amendment” or “Form 10-Q/A”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 originally filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2023 (the “Original 10-Q”, and, as amended by this Amendment, the “Quarterly Report”) to reflect the restatement of the Company’s financial statements as of and for the quarter ended March 31, 2023 contained in the Original 10-Q (the “Restatement”).Background of RestatementAs previously reported in the Form 8-K filed on December 21, 2023, the Company performed a physical inventory count at the end of the third quarter of its fiscal year ending December 31, 2023. The physical inventory count identified a shortfall of inventory relative to the Company's system of record, resulting in an error overstating the inventory in the condensed consolidated balance sheets as of March 31, 2023 and June 30, 2023 and corresponding understatement of cost of revenue in the condensed consolidated statements of operations for the periods then ended. The Company concluded that a restatement was necessary to correct the misstatement in inventory, cost of revenue, and disclosures of basic and diluted earnings (loss) per share for the first and second quarters of the 2023 fiscal year. The Company also determined to correct other misstatements that were identified and deemed immaterial in previous periods, as further detailed in Note 1 – Restatement of Previously Issued Financial Statements.On December 21, 2023, the Board of Directors of Cutera, upon the recommendation of its Audit Committee, and in consultation with management of the Company and the Company’s independent registered public accounting firm, BDO USA, P.C. (“BDO”), concluded that certain items of the Company’s previously issued unaudited condensed consolidated interim financial statements as of and for the fiscal periods ended March 31, 2023 and June 30, 2023 included in the Company’s Quarterly Reports on Form 10-Q for such periods should no longer be relied upon and that the Company needed to restate these previously issued financial statements. Similarly, earnings releases, and investor communications describing the financial statements for the periods described above should no longer be relied upon.For a more detailed description of the financial impact of the Restatement, see Note 1 – Restatement of Previously Issued Financial Statements, to the unaudited condensed consolidated financial statements contained in this Amendment and “Restatement of Previously Issued Financial Statements” under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in this Amendment.Concurrently with the filing of this Amendment, the Company is filing an amendment to its Quarterly Report on Form 10-Q as of and for the period ended June 30, 2023.Internal Control ConsiderationsThe Company’s management identified material weaknesses in its internal control over financial reporting, which were previously identified in connection with, and disclosed in, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 7, 2023, as amended on May 1, 2023, and the Company’s condensed consolidated financial statements as of and for the three months ended March 31, 2023, and as of and for the three and six months ended June 30, 2023. In connection with the Company's review and preparation of its financial statements leading to the Restatement, management identified an additional material weakness. Specifically, the Company failed to design, maintain and monitor a risk assessment program at a sufficiently precise level and therefore failed to identify new and evolving risks related to accounting policies, procedures and related controls performed over areas including, but not limited to inventory, revenues and lease income, costs for leased devices, and testing of certain key reports used in controls. Consequently, the Company failed to timely implement new controls to respond to changes in the business and leadership. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. Therefore, the Company’s management concluded that material weaknesses exist in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as of March 31, 2023. For further information regarding the effectiveness of the Company’s disclosure controls and procedures, see Part I, Item 4, “Controls and Procedures”, included in this Amendment.Items Amended in the Form 10-Q/AThe following items are amended and restated in their entirety in this Amendment: (i) Part I, Item 1, “Financial Statements”; Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and Item 4, “Controls and Procedures”; and (ii) Part II, Item 6, “Exhibits”. Pursuant to Rule 12b-15 promulgated under the Securities Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new currently dated certifications by the Company's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 10-Q. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 10-Q and does not modify or update the disclosures therein. Among other things, forward-looking statements made in the Original 10-Q have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original 10-Q, other than with respect to the Restatement, and such forward-looking statements should be read in conjunction with the Company's filings with the SEC, including those subsequent to the filing of the Original 10-Q. Unless otherwise stated or unless the context otherwise requires, defined terms used throughout this Amendment have the meanings ascribed to them in the Original 10-Q. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 166,828 | $ 145,924 |
Marketable investments | 100,823 | 171,390 |
Accounts receivable, net of allowance for credit losses of $2,722 and $2,497, respectively | 51,747 | 45,562 |
Inventories, net | 69,791 | 63,628 |
Other current assets and prepaid expenses | 26,156 | 24,036 |
Restricted cash | 700 | 700 |
Total current assets | 416,045 | 451,240 |
Property and equipment, net | 52,216 | 40,368 |
Deferred tax assets | 577 | 590 |
Goodwill | 1,339 | 1,339 |
Operating lease right-of-use assets | 12,059 | 12,831 |
Other long-term assets | 14,343 | 14,620 |
Total assets | 496,579 | 520,988 |
Current liabilities: | ||
Accounts payable | 35,169 | 33,736 |
Accrued liabilities | 58,660 | 57,452 |
Operating lease liabilities | 2,722 | 2,810 |
Deferred revenue | 12,056 | 11,841 |
Total current liabilities | 108,607 | 105,839 |
Deferred revenue, net of current portion | 1,643 | 1,657 |
Operating lease liabilities, net of current portion | 10,652 | 11,352 |
Convertible notes, net of unamortized debt issuance costs of $12,114 and $12,666, respectively | 417,011 | 416,459 |
Other long-term liabilities | 711 | 862 |
Total liabilities | 538,624 | 536,169 |
Commitments and Contingencies (Note 14) | ||
Stockholders’ deficit: | ||
Common stock, $0.001 par value; authorized: 50,000,000 shares; issued and outstanding: 19,785,107 and 19,668,603 shares at March 31, 2023 and December 31, 2022, respectively | 20 | 20 |
Additional paid-in capital | 126,504 | 125,406 |
Accumulated other comprehensive loss | (8) | (94) |
Accumulated deficit | (168,561) | (140,513) |
Total stockholders’ deficit | (42,045) | (15,181) |
Total liabilities and stockholders’ deficit | $ 496,579 | $ 520,988 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss, current | $ 2,722 | $ 2,497 |
Unamortized debt issuance costs | $ 12,114 | $ 12,666 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock issued (in shares) | 19,785,107 | 19,668,603 |
Common stock outstanding (in shares) | 19,785,107 | 19,668,603 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net revenue: | ||
Total net revenue | $ 54,526 | $ 58,014 |
Cost of revenue: | ||
Total cost of revenue | 32,894 | 26,226 |
Gross profit | 21,632 | 31,788 |
Operating expenses: | ||
Sales and marketing | 29,512 | 24,944 |
Research and development | 6,468 | 6,499 |
General and administrative | 12,253 | 13,502 |
Total operating expenses | 48,233 | 44,945 |
Loss from operations | (26,601) | (13,157) |
Interest and other expense, net: | ||
Amortization of debt issuance costs | (552) | (219) |
Interest on convertible notes | (2,939) | (778) |
Interest income (expense), net | 2,479 | (144) |
Other expense, net | (163) | (611) |
Total interest and other expense, net | (1,175) | (1,752) |
Loss before income taxes | (27,776) | (14,909) |
Income tax expense | 272 | 233 |
Net loss | $ (28,048) | $ (15,142) |
Net loss per share: | ||
Basic (USD per share) | $ (1.42) | $ (0.84) |
Diluted (USD per share) | $ (1.42) | $ (0.84) |
Weighted-average number of shares used in per share calculations: | ||
Basic (in shares) | 19,776 | 18,080 |
Diluted (in shares) | 19,776 | 18,080 |
Total product revenue | ||
Net revenue: | ||
Total net revenue | $ 49,121 | $ 52,066 |
Cost of revenue: | ||
Total cost of revenue | 30,059 | 22,912 |
Service | ||
Net revenue: | ||
Total net revenue | 5,405 | 5,948 |
Cost of revenue: | ||
Total cost of revenue | $ 2,835 | $ 3,314 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (28,048) | $ (15,142) |
Available-for-sale investments | ||
Net change in unrealized loss on available-for-sale investments | 86 | (11) |
Other comprehensive loss, net of tax | 86 | (11) |
Comprehensive loss | $ (27,962) | $ (15,153) |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance (in shares) at Dec. 31, 2021 | 17,995,344 | ||||
Balance at Dec. 31, 2021 | $ 56,569 | $ 18 | $ 114,724 | $ (58,173) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 7,459 | ||||
Exercise of stock options | 151 | 151 | |||
Issuance of common stock in settlement of restricted and performance stock unites, net of shares withheld for employee taxes (in shares) | 130,146 | ||||
Issuance of common stock in settlement of restricted and performance stock units, net of shares withheld for employee taxes | (2,450) | (2,450) | |||
Stock-based compensation expense | 4,043 | 4,043 | |||
Net change in unrealized loss on available-for-sale investments | (11) | (11) | |||
Net loss | (15,142) | (15,142) | |||
Balance (in shares) at Mar. 31, 2022 | 18,132,949 | ||||
Balance at Mar. 31, 2022 | $ 43,160 | $ 18 | 116,468 | (73,315) | (11) |
Balance (in shares) at Dec. 31, 2022 | 19,668,603 | 19,668,603 | |||
Balance at Dec. 31, 2022 | $ (15,181) | $ 20 | 125,406 | (140,513) | (94) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 5,775 | 5,775 | |||
Exercise of stock options | $ 109 | 109 | |||
Issuance of common stock in settlement of restricted and performance stock unites, net of shares withheld for employee taxes (in shares) | 110,729 | ||||
Issuance of common stock in settlement of restricted and performance stock units, net of shares withheld for employee taxes | (2,397) | (2,397) | |||
Stock-based compensation expense | 3,386 | 3,386 | |||
Net change in unrealized loss on available-for-sale investments | 86 | 86 | |||
Net loss | $ (28,048) | (28,048) | |||
Balance (in shares) at Mar. 31, 2023 | 19,785,107 | 19,785,107 | |||
Balance at Mar. 31, 2023 | $ (42,045) | $ 20 | $ 126,504 | $ (168,561) | $ (8) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (28,048) | $ (15,142) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 3,386 | 4,043 |
Depreciation and amortization | 1,409 | 427 |
Amortization of contract acquisition costs | 2,178 | 652 |
Amortization of debt issuance costs | 552 | 219 |
Deferred tax assets | 13 | 41 |
Provision for credit losses | 225 | 192 |
Loss on sale of property and equipment | 0 | 14 |
Unrealized gain on foreign exchange forward | (623) | 0 |
Accretion of discount on investment securities and investment income, net | (34) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (6,410) | (1,912) |
Inventories | (6,163) | (12,177) |
Other current assets and prepaid expenses | (2,053) | (5,611) |
Other long-term assets | (2,011) | (385) |
Accounts payable | (1,330) | 5,755 |
Accrued liabilities | 1,706 | (5,989) |
Operating leases, net | (16) | 30 |
Deferred revenue | 201 | 239 |
Net cash used in operating activities | (37,018) | (29,604) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (10,353) | (321) |
Proceeds from maturities of marketable investments | 94,154 | 0 |
Purchase of marketable investments | (23,467) | (74,058) |
Net cash provided by (used in) investing activities | 60,334 | (74,379) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and employee stock purchase plan | 109 | 151 |
Taxes paid related to net share settlement of equity awards | (2,397) | (2,450) |
Payments on finance lease obligations | (124) | (150) |
Net cash used in financing activities | (2,412) | (2,449) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 20,904 | (106,432) |
Cash, cash equivalents, and restricted cash at beginning of period | 146,624 | 164,864 |
Cash, cash equivalents, and restricted cash at end of period | 167,528 | 58,432 |
Supplemental non-cash investing and financing activities: | ||
Assets acquired under finance lease | 33 | 57 |
Assets acquired under operating lease | 57 | 320 |
Acquisition of property and equipment | 6,894 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 778 | 1,577 |
Income tax paid | $ 483 | $ 1,100 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements Background of Restatement The accompanying unaudited condensed consolidated financial statements have been restated to correct errors related to (1) an accounting error identified as a result of a physical inventory count performed by the Company and (2) other accounting adjustments identified that were deemed immaterial. The details of the errors are further described below: 1. The Company determined that, as a result of an accounting error identified by the physical inventory count, there was a shortfall of inventory relative to the Company's system of record. The effect of this error was an overstatement of $1.2 million of inventory on the condensed consolidated balance sheet as of March 31, 2023. This error resulted in an associated understatement of $1.2 million of cost of revenue on the condensed consolidated statement of operations for the three months ended March 31, 2023. 2. The Company corrected certain other errors that were deemed immaterial to the related interim period and restated the financial statements for the quarter ended March 31, 2023. The details of these corrections are noted in the footnotes to the tables below. The Company's basic and diluted losses per share for the three months ended March 31, 2023, increased by $0.16 per share. The Company's income tax expense for the three months ended March 31, 2023 did not change as a result of the restatement. The errors did not have an impact on the Company’s net cash or liquidity. Effect of Restatement The effects of the accounting error on the Company's condensed consolidated balance sheet as of March 31, 2023 are as follows (in thousands): March 31, Adjustments March 31, (As Reported) (As Restated) Assets Current assets: Cash and cash equivalents $ 166,828 $ — $ 166,828 Marketable investments 100,823 — 100,823 Accounts receivable, net of allowance 52,138 (391) (f), (h) 51,747 Inventories, net 71,819 (2,028) (a), (c), (d) 69,791 Other current assets and prepaid expenses 26,156 — 26,156 Restricted cash 700 — 700 Total current assets 418,464 (2,419) 416,045 Property and equipment, net 53,016 (800) (b), (e) 52,216 Deferred tax assets 577 — 577 Goodwill 1,339 — 1,339 Operating lease right-of-use assets 12,059 — 12,059 Other long-term assets 14,343 — 14,343 Total assets $ 499,798 $ (3,219) $ 496,579 Liabilities and stockholders' deficit Current liabilities: Accounts payable $ 35,169 $ — $ 35,169 Accrued liabilities 58,660 — 58,660 Operating lease liabilities 2,722 — 2,722 Deferred revenue 12,243 (187) (g) 12,056 Total current liabilities 108,794 (187) 108,607 Deferred revenue, net of current portion 1,643 — 1,643 Operating lease liabilities, net of current portion 10,652 — 10,652 Convertible notes, net of unamortized debt issuance costs 417,011 — 417,011 Other long-term liabilities 711 — 711 Total liabilities 538,811 (187) 538,624 Stockholders’ deficit: Common stock 20 — 20 Additional paid-in capital 126,504 — 126,504 Accumulated other comprehensive income (loss) (8) — (8) Accumulated deficit (165,529) (3,032) (j) (168,561) Total stockholders’ deficit (39,013) (3,032) (42,045) Total liabilities and stockholders’ deficit $ 499,798 $ (3,219) $ 496,579 The effects of the accounting error on the Company's condensed consolidated income statement for the three-month period ended March 31, 2023 are as follows (in thousands, except per share data): Three Months Ended March 31, 2023 Adjustments Three Months Ended March 31, 2023 (As Reported) (As Restated) Net revenue: Products $ 49,588 $ (467) (f), (g) $ 49,121 Service 5,405 — 5,405 Total net revenue 54,993 (467) 54,526 Cost of revenue: Products 27,231 2,828 (a), (b), (c), (d), (e) 30,059 Service 2,835 — 2,835 Total cost of revenue 30,066 2,828 32,894 Gross profit 24,927 (3,295) 21,632 Operating expenses: Sales and marketing 29,512 — 29,512 Research and development 6,468 — 6,468 General and administrative 12,516 (263) (h) 12,253 Total operating expenses 48,496 (263) 48,233 Loss from operations (23,569) (3,032) (26,601) Interest and other expense, net: Amortization of debt issuance costs (552) — (552) Interest on convertible notes (2,939) — (2,939) Interest income 2,479 — 2,479 Other expense, net (163) — (163) Total interest and other expense, net (1,175) — (1,175) Loss before income taxes (24,744) (3,032) (27,776) Income tax expense 272 — 272 Net loss $ (25,016) $ (3,032) (j) $ (28,048) Net loss per share: Basic $ (1.26) $ (0.16) $ (1.42) Diluted $ (1.26) $ (0.16) $ (1.42) Weighted-average number of shares used in per share calculation: Basic 19,776 19,776 19,776 Diluted 19,776 19,776 19,776 The effects of the accounting errors on the Company's condensed consolidated statement of cash flows for the three-month period ended March 31, 2023 are as follows (in thousands): Three Months Ended March 31, 2023 Adjustments 2023 (As Reported) (As Restated) Cash flows from operating activities: Net loss $ (25,016) $ (3,032) (j) $ (28,048) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 3,386 — 3,386 Depreciation and amortization 1,409 — 1,409 Amortization of contract acquisition costs 2,178 — 2,178 Amortization of debt issuance costs 552 — 552 Deferred tax assets 13 — 13 Provision for credit losses 488 (263) (h) 225 Unrealized gain on foreign exchange forward (623) — (623) Accretion of discount on investment securities and investment income, net (880) 846 (i) (34) Changes in assets and liabilities: Accounts receivable (7,064) 654 (f) (6,410) Inventories (8,191) 2,028 (a), (c), (d) (6,163) Other current assets and prepaid expenses (2,053) — (2,053) Other long-term assets (2,011) — (2,011) Accounts payable (1,330) — (1,330) Accrued liabilities 1,706 — 1,706 Operating leases, net (16) — (16) Deferred revenue 388 (187) (g) 201 Net cash used in operating activities (37,064) 46 (37,018) Cash flows from investing activities: Acquisition of property and equipment (11,153) 800 (b), (e) (10,353) Proceeds from maturities of marketable investments 95,000 (846) (i) 94,154 Purchase of marketable investments (23,467) — (23,467) Net cash provided by (used in) investing activities 60,380 (46) 60,334 Cash flows from financing activities: Proceeds from exercise of stock options and employee stock purchase plan 109 — 109 Taxes paid related to net share settlement of equity awards (2,397) — (2,397) Payments on finance lease obligations (124) — (124) Net cash used in financing activities (2,412) — (2,412) Net increase (decrease) in cash, cash equivalents and restricted cash 20,904 — 20,904 Cash, cash equivalents, and restricted cash at beginning of period 146,624 — 146,624 Cash, cash equivalents, and restricted cash at end of period $ 167,528 $ — $ 167,528 Supplemental non-cash investing and financing activities: Assets acquired under finance lease $ 33 $ — $ 33 Assets acquired under operating lease $ 57 $ — $ 57 Acquisition of property and equipment $ 6,894 $ — $ 6,894 Supplemental disclosure of cash flow information: Cash paid for interest $ 778 $ — $ 778 Income tax paid $ 483 $ — $ 483 Footnote to tables: (a) Correction of the accounting error for the overstatement of inventory identified as a result of the physical inventory count ($1.2 million) (b) Correction of the accounting error related to AviClear devices identified as a result of the physical inventory count ($1.0 million) (c) Correction of the overstatement of demonstration and field inventory, net of quarterly amortization ($0.4 million) (d) Correction of the overstatement of demonstration and field inventory ($0.4 million) (e) Correction of AviClear capitalized labor cost incorrectly expensed in previous period ($0.2 million) (f) Correction of AviClear treatment revenue incorrectly recognized in the period ended June 30, 2023 ($0.7 million) (g) Correction of AviClear sales and lease arrangements incorrectly allocated to deferred revenue in previous period ($0.2 million) (h) Correction of the overstatement of the provision for credit losses associated with other receivables ($0.3 million) (i) Correction of the classification error related to the cash interest received on investments in marketable securities purchased at a discount ($0.8 million) (j) Net change in net loss for the three-month period ended March 31, 2023 The impact of the restatement on the Company’s condensed consolidated statement of stockholders’ deficit and condensed consolidated statement of comprehensive loss for the three months ended March 31, 2023 is limited to the understatement of net loss, comprehensive loss, accumulated deficit, and total stockholders' deficit of $3.0 million. The related notes to the condensed consolidated financial statements have also been restated to reflect the error corrections described above. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Description of Operations and Principles of Consolidation Cutera, Inc. (“Cutera” or the “Company”) develops, manufactures, distributes, and markets energy-based product platforms for medical practitioners, enabling them to offer treatments to their customers. In addition, the Company distributes third-party manufactured skincare products. The Company currently markets the following system platforms: AviClear, enlighten, excel, truSculpt, Secret PRO , Secret RF, and xeo. These platforms enable medical practitioners to perform procedures including treatment for acne, body contouring, skin resurfacing and revitalization, hair and tattoo removal, removal of benign pigmented lesions, and vascular conditions. Several of the Company’s systems offer multiple hand pieces and applications, providing customers the flexibility to upgrade their systems. The sales of systems, system upgrades, and hand pieces (collectively “Systems” revenue); the leasing of AviClear devices for acne treatment ("AviClear" revenue); the replacement hand pieces, Titan, truSculpt 3 D,truSculpt and truFex cycle refills, as well as single use disposable tips applicable to Secret PRO, and Secret RF (“Consumables” revenue); and the distribution of third-party manufactured skincare products (“Skincare” revenue); are collectively classified as “Products” revenue. In addition to Products revenue, the Company generates revenue from the sale of post-warranty service contracts, parts, detachable hand piece replacements (except for Titan, truSculpt 3D, truSculpt and truFlex) and service labor for the repair and maintenance of products that are out of warranty, all of which are collectively classified as “Service” revenue. The Company’s corporate headquarters and U.S. operations are located in Brisbane, California, where the Company conducts manufacturing, warehousing, research and development, regulatory, sales and marketing, service, and administrative activities. The Company also maintains regional distribution centers (“RDCs”) in select locations across the U.S. These RDCs serve as forward warehousing for systems and service parts in various geographies. The Company markets, sells and services the Company’s products through direct sales and service employees in North America (including Canada), Australia, Austria, Belgium, France, Germany, Hong Kong, Japan, the Netherlands, Spain, Switzerland, and the United Kingdom. Sales and services outside of these direct markets are made through a worldwide distributor network in over 37 countries. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Basis of Presentation In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements included in this report reflect all adjustments necessary for a fair statement of its condensed consolidated statements of financial position as of March 31, 2023 and December 31, 2022, and its condensed consolidated statements of results of operations, comprehensive income (loss), changes in equity (deficit), and cash flows for the three months ended March 31, 2023, and 2022. The December 31, 2022 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The results for interim periods are not necessarily indicative of results for the entire year or any other interim period. Presentation of certain prior year balances have been updated to conform with the current year presentation. All intercompany accounts and transactions have been eliminated upon consolidation. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s previously filed audited financial statements and the related notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2023, and as amended on May 1, 2023. Risks and Uncertainties The Company's future results of operations involve a number of risks and uncertainties. Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company's products, stability of global financial markets, cybersecurity breaches and other disruptions that could compromise the Company’s information or results, business disruptions that are caused by natural disasters or pandemic events, management of international activities, competition from substitute products and larger companies, the Company's ability to obtain and maintain regulatory approvals, government regulations and oversight, patent and other types of litigation, the Company's ability to protect proprietary technology from counterfeit versions of the Company's products, the successful execution of new product launches, strategic relationships and dependence on key individuals. Accounting Policies These unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the SEC applicable to interim financial statements. While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by GAAP for complete financial statements. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Leases The Company incurs costs to fulfill its lease agreement obligations with its AviClear device lessees. These costs consist of freight, installation, and training. In addition to these mobilization costs, the Company incurs commission costs associated with the placement of the AviClear device. The Company capitalizes commission costs and has made a policy election to capitalize the mobilization costs. In the three months ended March 31, 2023, the Company capitalized $1.8 million of mobilization costs and $1.0 million of deferred commission costs related to placements of the AviClear device. These costs are recorded in Other long-term assets in the Company's condensed consolidated balance sheets and will be amortized over the expected lease term. The amortization of the mobilization costs and amortization of deferred commission costs are recorded in cost of revenue and sales and marketing, respectively, in the Company's condensed consolidated statement of operation. Total capitalized commissions as of March 31, 2023, and December 31, 2022, were $3.7 million and $3.3 million, respectively, and are included in Other long-term assets in the Company’s consolidated balance sheet. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ materially from those estimates. On an ongoing basis, management evaluates its estimates, including those related to warranty obligations, sales commissions, allowance for credit losses, sales allowances, fair value of investments, valuation of inventories, fair value of goodwill, useful lives of property and equipment, impairment testing for long-lived-assets, implicit and incremental borrowing rates related to the Company’s leases, variables used in calculating the fair value of the Company's equity awards, expected achievement of performance based vesting criteria and management performance bonuses, assumptions used in operating and sales-type lease classifications, the standalone selling price of the Company's products and services, the period of benefit used to capitalize and amortize contract acquisition costs, variable considerations, contingent liabilities, recoverability of deferred tax assets, residual value of leased equipment, lease term and effective income tax rates. Management bases estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Customer Concentration The Company generates revenue from the distribution of skincare products, which are manufactured by ZO Skin Health, Inc. (“ZO”), and sold in the Japanese market. In the three months ended March 31, 2023, and 2022, revenue from the distribution of skincare products represented 15% and 20% of the Company’s consolidated revenue, respectively. There are certain economic requirements in the distribution agreement with ZO that were not met for the 2022 fiscal year. The distribution agreement provides that the Company and ZO shall meet during the first quarter of the subsequent fiscal year to develop an improvement plan and/or change the minimum purchase requirements for 2023. To date, the Company has been unable to reach terms with ZO on an improvement plan and/or minimum purchase requirements for 2023 and therefore ZO has the option to terminate the distribution agreement in its sole discretion during the second quarter of 2023. If ZO terminates the Company’s distribution rights, or requires the Company to amend the terms of its distribution agreement in a manner favorable to ZO, there would be an adverse effect the Company’s future revenue, results of operations, cash flows and stock price. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Investments | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Marketable Investments | Cash, Cash Equivalents and Marketable Investments The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and re-evaluates such designation at each balance sheet date. The Company’s marketable securities have been classified and accounted for as available-for-sale securities. Investments with remaining maturities of more than one year are viewed by the Company as available to support current operations and are classified as current assets under the caption marketable investments in the accompanying consolidated balance sheets. Investments in available-for-sale debt securities are measured at fair value under the guidance in ASC 320. Credit losses on impaired available-for-sale debt securities are recognized through an allowance for credit losses. Under ASC 326, credit losses recognized on an available-for-sale debt security should not reduce the net carrying amount of the available-for-sale debt security below its fair value. Any changes in fair value unrelated to credit are recognized as an unrealized gain or loss in other comprehensive income. The following table summarizes the Company's cash and cash equivalents and marketable investments (in thousands): Gross Gross Fair Amortized Unrealized Unrealized Market March 31, 2023 Cost Gains Losses Value Cash and cash equivalents N/A N/A N/A $ 166,828 Current restricted cash N/A N/A N/A 700 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows N/A N/A N/A 167,528 Marketable investments - U.S. Treasury 100,831 133 (141) 100,823 Total $ 100,831 $ 133 $ (141) $ 268,351 Gross Gross Fair Amortized Unrealized Unrealized Market December 31, 2022 Cost Gains Losses Value Cash and cash equivalents N/A N/A N/A $ 145,924 Current restricted cash N/A N/A N/A 700 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows N/A N/A N/A 146,624 Marketable investments - U.S. Treasury 171,484 8 (102) 171,390 Total $ 171,484 $ 8 $ (102) $ 318,014 At March 31, 2023 and December 31, 2022, net unrealized losses were nil and $0.1 million, respectively, and were related to interest rate changes on available-for-sale marketable investments. The Company has concluded that it is more-likely-than-not that the securities will be held until maturity or the recovery of their cost basis. No securities were in an unrealized loss position for more than 12 months. T he restricted cash balance relates to an outstanding letter of credit p rovided to a supplier. All the marketable investments will mature less than one year from March 31, 2023. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets at fair value, including cash and cash equivalents. The fair value hierarchy contains the following three levels of inputs that may be used to measure fair value, in accordance with ASC 820: • Level 1 inputs, which include quoted prices in active markets for identical assets or liabilities; • Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. When sufficient quoted pricing for identical securities is not available, the Company uses market pricing and other observable market inputs for similar securities obtained from various third-party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data; and • Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies, or similar valuation techniques, as well as significant management judgment or estimation. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in its assessment of fair value. As of March 31, 2023, financial assets measured and recognized at fair value on a recurring basis and classified under the appropriate level of the fair value hierarchy as described above were as follows (in thousands): March 31, 2023 Level 1 Level 2 Cash equivalents: Money market funds $ 94,131 $ — Marketable investments: Available-for-sale securities 100,823 — Derivative assets: Foreign exchange forward — 65 Total $ 194,954 $ 65 As of December 31, 2022, financial assets and liabilities measured and recognized at fair value on a recurring basis and classified under the appropriate level of the fair value hierarchy as described above were as follows (in thousands): December 31, 2022 Level 1 Level 2 Cash equivalents: Money market funds $ 26,408 $ — Marketable investments: Available-for-sale securities 171,390 — Derivative liabilities: Foreign exchange forward — (558) Total $ 197,798 $ (558) See Note 14 - Debt for the carrying amount and estimated fair value of the Company’s 2.25% Convertible Senior Notes due 2026 (the “2026 Notes”), the 2.25% Convertible Senior Notes due 2028 (the “2028 Notes”), and the 4.00% Convertible Senior Notes due 2029 (the “2029 Notes”). |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company uses foreign currency exchange forward contracts to manage the impact of currency exchange fluctuations on earnings and cash flow. The Company does not enter into derivative instruments for speculative purposes. The Company is exposed to potential credit loss in the event of nonperformance by counterparties on its outstanding derivative instruments but the Company does not anticipate nonperformance by any of its counterparties. Should a counterparty default, the Company's maximum loss exposure would be the potential asset balance of the instrument. The cash flow effect of the derivative instruments settlement is recorded in cash flow from operations. March 31, 2023 Classification Foreign Exchange Forward (Dollars in thousands) Gross notional amount N/A $ 5,557 Fair value Other current assets and prepaid expenses $ 65 Unrealized gain Other expense, net $ 394 |
Balance Sheet Details (Restated
Balance Sheet Details (Restated) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details (Restated) | Balance Sheet Details (Restated) Inventories, net (Restated) As of March 31, 2023 and December 31, 2022, inventories cons ist of the following (in thousands): March 31, December 31, (As Restated) Raw materials $ 42,243 $ 36,323 Work in process 1,416 2,117 Finished goods 26,132 25,188 Total $ 69,791 $ 63,628 Other current assets and prepaid expenses Other current assets and a prepaid expenses, consists of the following (in thousands): March 31, December 31, Deposits with vendors $ 14,118 $ 13,917 Foreign tax receivable 9,129 7,147 Prepayments 2,837 2,972 Foreign exchange forward 65 — Other 7 — Total $ 26,156 $ 24,036 Property and Equipment, net (Restated) Property and equipment, net, consi sts of the following (in thousands): March 31, December 31, (As Restated) Leasehold improvements $ 793 $ 793 AviClear devices 29,870 19,904 Office equipment and furniture 1,976 1,936 Machinery and equipment 5,802 5,106 Assets under construction 20,323 17,876 58,764 45,615 Less: Accumulated depreciation (6,548) (5,247) Property and equipment, net $ 52,216 $ 40,368 Accrued Liabilities As of March 31, 2023 and December 31, 2022, accrued liabilities c onsist of the following (in thousands): March 31, December 31, Bonus and payroll-related accruals $ 17,300 $ 18,951 Sales and marketing accruals 4,184 5,347 Liability for inventory in transit 8,597 7,028 Product warranty 3,154 3,254 Accrued sales tax 9,657 9,066 Other accrued liabilities 15,768 13,806 Total $ 58,660 $ 57,452 |
Product Warranty
Product Warranty | 3 Months Ended |
Mar. 31, 2023 | |
Product Warranties Disclosures [Abstract] | |
Product Warranty | Product Warranty The Company has a direct field service organization in North America (including Canada). Internationally, the Company provides direct service support in Australia, Austria, Belgium, France, Germany, Hong Kong, Japan, the Netherlands, Spain, Switzerland, and the United Kingdom. In several other countries, where the Company does not have a direct presence, the Company provides service through a network of distributors and third-party service providers. After the original warranty period, maintenance and support are offered on an extended service contract basis or on a time and materials basis. The Company provides the estimated cost to repair or replace products under standard warranty at the time of sale. Costs incurred in connection with extended service contracts are generally recognized at the time when costs are incurred. The following table provides the changes in the product warranty accrual for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended 2023 2022 Beginning Balance $ 3,254 $ 3,947 Add: Accruals for warranties issued during the period 1,016 1,462 Less: Settlements made during the period (1,116) (1,535) Ending Balance $ 3,154 $ 3,874 |
Deferred Revenue (Restated)
Deferred Revenue (Restated) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue (Restated) | Deferred Revenue (Restated) The Company records d eferred revenue when revenue is to be recognized subsequent to invoicing. For extended service contracts, the Company generally invoices customers at the beginning of the extended service contract term. The Company’s extended service contracts typically have one The following table provides changes in the deferred revenue balance for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended 2023 2022 (As Restated) Beginning balance $ 13,498 $ 10,825 Add: Payments received 6,045 4,864 Less: Revenue from current period sales (615) (458) Less: Revenue recognized from beginning balance (5,229) (4,167) Ending balance $ 13,699 $ 11,064 The fixed annual license fees received related to the AviClear contracts are deferred and recognized over the annual lease periods. The AviClear deferred license fee balance included in the total deferred revenue balance at March 31, 2023, and December 31, 2022, was $2.9 million and $2.3 million, respectively. Costs for extended service contracts were $1.6 million and $1.7 million for the three months ended March 31, 2023 and March 31, 2022, respectively. |
Revenue (Restated)
Revenue (Restated) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue (Restated) | Revenue (Restated) Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time or at a po int in time. Revenue from performance obligations that are transferred to customers over time accounted for approximately 11% and 7% of the Company's total revenue for the three months ended March 31, 2023 and March 31, 2022, respectively. The Company has certain system sale arrangements that contain multiple products and services. For these bundled sale arrangements, the Company accounts for individual products and services as separate performance obligations if they are distinct. The Company’s products and services are distinct if a customer can benefit from the product or service on its own or with other resources that are readily available to the customer, and if the Company’s promise to transfer the products or service to the customer is separately identifiable from other promises in the sale arrangements. The Company’s system sale arrangements can include all or a combination of the following performance obligations: the system and software license (considered one performance obligation), system accessories (hand pieces), training, AviClear license agreements, other accessories, extended service contracts, marketing services, and time and materials services. For the Company’s system sale arrangements that include an extended service contract, the period of service commences at the expiration of the Company’s standard warranty offered at the time of the system sale. The Company considers the extended service contracts terms in the arrangements that are legally enforceable to be performance obligations. Other than extended service contracts and marketing services, which are satisfied over time, the Company generally satisfies all performance obligations at a point in time. Systems, system accessories (hand pieces), service contracts, training, and time and materials services are also sold on a stand-alone basis. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative standalone selling price basis. The Company leases the AviClear device to customers and receives a fixed annual lease fee over the term of the arrangement and variable revenue related to the number of treatments performed by the lessee. Nature of Products and Services Systems Systems revenue is generated from the sale of systems and from the sale of upgrades to existing systems. A system consists of a console that incorporates a universal graphic user interface, a laser or other energy-based module, control system software and high voltage electronics, as well as one or more hand pieces. In certain applications, the laser or other energy-based module is contained in the hand piece, such as with the Company’s Pearl and Pearl Fractional applications, rather than within the console. The Company offers customers the ability to select the system that best fits their practice at the time of purchase and then to cost-effectively add applications to their system as their practice grows. This provides customers the flexibility to upgrade their systems whenever they choose and provides the Company with a source of additional Systems revenue. The system or upgrade and the right to use the embedded software represent a single performance obligation as the software license is integral to the functionality of the system or upgrade. For systems sold directly to end-customers that are credit approved, revenue is recognized when the Company transfers control to the end-customer, which occurs when the product is shipped to the customer or when the customer receives the product, depending on the nature of the arrangement. When collectability is not established in advance of receipt of payment from the customer, revenue is recognized upon the later of the receipt of payment or the satisfaction of the performance obligation. For systems sold through credit approved distributors, revenue is recognized at the time of shipment to the distributor. The Company typically receives payment for its system consoles and other accessories within 30 days of shipment. Certain international distributor arrangements allow for longer payment terms. AviClear The Company leases the AviClear device to customers and receives a fixed annual license fee over the term of the arrangement and variable lease income related to the number of treatments performed by the lessee. The Company classifies its lease income as product revenue and classifies the AviClear contracts as operating leases. The fixed annual license fee is recognized evenly over the period of the lease contract on a straight-line basis. The treatment fee is recognized in the period the treatment protocol is initiated. Consumables and other accessories The Company classifies its customers' purchases of replacement cycles for truSculpt and truFlex, as well as replacement hand pieces, x eo and truSculpt 3D hand pieces, and single use disposable tips applicable to Secret PRO, and Secret RF as Consumable revenue. The Secret PRO and Secret RF products' single use disposable tips must be replaced after every treatment. The Company’s systems offer multiple hand pieces and applications, which allow customers to upgrade their systems. Skincare products The Company sells third-party manufactured skincare products in Japan. The skincare products are purchased from a third-party manufacturer and sold to medical offices and licensed physicians. The Company warrants that the skincare products are free of significant defects in workmanship and materials for 90 days from shipment. The Company acts as the principal in this arrangement, as the Company determines the price to charge customers for the skincare products and controls the products before they are transferred to the customer. The Company recognizes revenue for skincare products at a point in time upon shipment. Extended service contract The Company offers post-warranty services to its customers through extended service contracts that cover parts and labor for a term of one Training Sales of systems to customers include training on the use of the system to be provided within 180 days of purchase. The Company considers training a separate performance obligation as customers can immediately benefit from the training together with the customer’s system. Training is also sold separately from systems. The Company recognizes revenue for training when the training is provided. Significant Judgments The Company determines standalone selling price ("SSP") for each performance obligation as follows: • Systems: The SSPs for systems are based on directly observable sales in similar circumstances to similar customers. • Extended warranty/Service contracts: SSP is based on observable price when sold on a standalone basis to similar customers. Loyalty Program The Company operates a customer loyalty program for qualified customers located in the U.S. and Canada. Under the loyalty program, customers accumulate points based on their purchasing levels which can be redeemed for such rewards as the right to attend the Company’s advanced training event for a product, or a ticket for the Company’s annual forum. A customer’s account must be in good standing to receive the benefits of the rewards program. Rewards are earned on a quarterly basis and must be used in the following quarter. All unused rewards are forfeited. The fair value of the reward earned by loyalty program members is included in accrued liabilities and recorded as a reduction. of net revenue at the time the reward is earned. As of March 31, 2023 and December 31, 2022, the liability for the loyalty program included in accrued liabilities was $0.2 million and $0.3 million, respectively. Deferred Sales Commissions Incremental costs of obtaining a contract related to the sale of a system, which consist primarily of commissions and related payroll taxes, are capitalized, and amortized on a straight-line basis over the expected period of benefit, except for costs that are recognized when product is sold. The Company uses the portfolio method to recognize the amortization expense related to these capitalized costs related to initial contracts and such expense is recognized over a period associated with the revenue of the related portfolio, which is generally two Total capitalized commissions as of March 31, 2023 and December 31, 2022 were $3.4 million and $3.8 million, respectively, and are included in Other long-term assets in the Company’s condensed consolidated balance sheet. Amortization expense for these assets was $0.6 million and $0.8 million during the three months ended March 31, 2023 and March 31, 2022, respectively. The amortization related to these capitalized costs is included in sales and marketing expense in the Company’s condensed consolidated statement of operations. |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-based Compensation Expense | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity and Stock-based Compensation Expense | Stockholders ’ Equity and Stock-based Compensation Expense The Company’s equity incentive plans are broad-based, long-term programs intended to attract and retain talented employees and align stockholder and employee interests. The 2019 Equity Incentive Plan (the "2019 Plan") provides for the grant of incentive stock options, non-statutory stock options, restricted stock units (“RSUs”), performance stock units ("PSUs"), and other stock or cash awards. Activity under the Company's equity incentive plans is summarized as follows: Shares Balance, December 31, 2022 1,070,925 RSUs granted (36,541) Stock awards canceled / forfeited / expired 206,087 Options canceled / forfeited / expired 4,835 Balance, March 31, 2023 1,245,306 Options Outstanding Number of Weighted- Weighted Average Remaining Term Balance, December 31, 2022 513,935 $ 34.41 6.63 Options exercised (5,775) $ 18.93 Options canceled / forfeited / expired (4,835) $ 46.99 Balance, March 31, 2023 503,325 $ 34.47 5.29 Stock Awards Outstanding Number of Awards Outstanding Weighted Average Grant Date Fair Value per Share Balance, December 31, 2022 $ 906,211 $ 40.39 RSUs granted 36,541 $ 31.14 Awards released (168,525) $ 30.78 Stock awards canceled / forfeited / expired (206,268) $ 46.17 Balance, March 31, 2023 567,959 $ 40.54 Stock-based Compensation Expense Stock-based compensation expense by department recognized during the three months ended March 31, 2023 and 2022 was as follows (in thousands): Three Months Ended 2023 2022 Cost of revenue $ 364 $ 459 Sales and marketing 1,148 576 Research and development 693 980 General and administrative 1,181 2,028 Total stock-based compensation expense $ 3,386 $ 4,043 |
Net Loss Per Share (Restated)
Net Loss Per Share (Restated) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share (Restated) | Net Loss Per Share (Restated) As of March 31, 2023, the Company’s Convertible Notes were potentially conve rtible into 8,696,792 shares of common stock. The denominator for diluted net income (loss) per share does not include any effect from the capped call transactions the Company entered into concurrently with the issuances of convertible notes, as this effect would be anti-dilutive. In the event of conversion of a convertible note, shares delivered to the Company under the capped call will offset the dilutive effect of the shares that the Company would issue under the convertible notes. In the three months ended March 31, 2023 and March 31, 2022, the if-converted method was not applied as the effect would have been anti-dilutive. For the three months ended March 31, 2023 and March 31, 2022, a basic loss per common share and diluted loss per common share are the same in each period as the inclusion of any potentially issuable shares would be anti-dilutive. The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data): Three Months Ended 2023 2022 Numerator: (As Restated) Net loss used in calculating net loss per share, basic $ (28,048) $ (15,142) Denominator: Weighted average shares of common stock outstanding used in computing net loss per share, basic 19,776 18,080 Dilutive effect of incremental shares and share equivalents: Convertible notes — — Options — — RSUs — — PSUs — — ESPP — — Weighted average shares of common stock outstanding used in computing net loss per share, diluted 19,776 18,080 Net loss per share: Net loss per share, basic $ (1.42) $ (0.84) Net loss per share, diluted $ (1.42) $ (0.84) The following numbers of shares outstanding, prior to the application of the treasury stock method and the if-converted method, were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect (in thousands): Three Months Ended 2023 2022 Capped call 8,697 4,167 Convertible notes 8,697 4,167 Options to purchase common stock 503 485 Restricted stock units 370 526 Performance stock units 235 482 Employee stock purchase plan shares 52 32 Total 18,554 9,859 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2023, the Company's income tax expense was $0.3 million compared to tax expense of $0.2 million for the three months ended March 31, 2022. The Company's income tax expense for the three months ended March 31, 2023 and 2022 is due to income taxes in foreign jurisdictions. The Company continues to maintain a full valuation allowance on its U.S. deferred tax assets. |
Leases (Restated)
Leases (Restated) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases (Restated) | Leases (Restated) The Company is a party to certain operating and finance leases for vehicles, office space and storage facilities. The Company’s material operating leases consist of office space, as well as storage facilities and finance leases consist of automobile leases. The Company’s leases generally have remaining terms of one The Company determines if a contract contains a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates the incremental secured borrowing rates corresponding to the maturities of the leases. The Company based the rate estimates on prevailing financial market conditions, credit analysis, and management judgment. Tenant incentives used to fund leasehold improvements are recognized when earned and reduce the Company’s right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Supplemental balance sheet information related to leases was as follows (in thousands): Leases Classification March 31, December 31, Assets Right-of-use assets Operating lease right-of-use assets $ 12,059 $ 12,831 Finance lease Property and equipment, net 1,535 1,606 Total leased assets $ 13,594 $ 14,437 Liabilities Classification March 31, December 31, Operating lease liabilities Operating lease liabilities, current Operating lease liabilities $ 2,722 $ 2,810 Operating lease liabilities, non-current Operating lease liabilities, net of current portion 10,652 11,352 Total Operating lease liabilities $ 13,374 $ 14,162 Finance lease liabilities Finance lease liabilities, current Accrued liabilities $ 480 $ 485 Finance lease liabilities, non-current Other long-term liabilities 675 825 Total Finance lease liabilities $ 1,155 $ 1,310 Lease costs during the three months ended March 31, 2023 and 2022 (in thousands) was as follows: Three Months Ended Lease costs Classification 2023 2022 Finance lease cost Amortization expense $ 150 $ 161 Finance lease cost Interest for finance lease $ 20 $ 21 Operating lease cost Operating lease expense $ 891 $ 915 Cash paid for amounts included in the measurement of lease liabilities during the three months ended March 31, 2023 and 2022 was as follows (in thousands): Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Classification 2023 2022 Operating cash flow Finance lease $ 20 $ 21 Financing cash flow Finance lease $ 124 $ 150 Operating cash flow Operating lease $ 699 $ 792 Facility leases Maturities of facility leases were as follows as of March 31, 2023 (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 2,489 2023 2,937 2024 2,934 2025 3,029 2026 3,132 2027 and thereafter 468 Total lease payments 14,989 Less: imputed interest 1,615 Present value of lease liabilities $ 13,374 Vehicle Leases As of March 31, 2023, the Company was committed to minimum lease payments for vehicles leased under long-term non-cancelable finance leases as follows (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 402 2024 614 2025 263 2025 8 Total lease payments 1,287 Less: imputed interest 132 Present value of lease liabilities $ 1,155 Weighted-average remaining lease term and discount rate, as of March 31, 2023, were as follows: Lease Term and Discount Rate March 31, 2023 Weighted-average remaining lease term (years) Operating leases 4.8 Finance leases 2.0 Weighted-average discount rate Operating leases 4.8 % Finance leases 6.2 % Lessor - AviClear (Restated) Lessor revenue (Restated) The Company leases the AviClear device to customers and receives a fixed annual license fee over the term of the arrangement and variable revenue related to the number of treatments performed by the lessee. The contractual term of the lease agreement is three years with a one-year autorenewal feature. Certain lease agreements' terms in excess of one year can be terminated without financial penalty, and these agreements are accounted for as having a lease term of one year. The AviClear lease agreements are accounted for as operating leases. The fixed annual license fee is recognized evenly throughout the period of the lease agreement on a straight-line basis. The treatment revenue is recognized in the period the lessee has the ability to perform the patient treatment. The following table summarizes the amount of operating lease income included in product revenue in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended 2023 2022 (As Restated) AviClear operating lease license fee revenue $ 1,225 $ — AviClear operating lease revenue 2,703 — Total AviClear revenue $ 3,928 $ — The AviClear device being leased has a useful life of seven years. The Company expects that a device will be leased for two consecutive lease terms at the end of which its residual value will be immaterial. The following is the minimum future lease payments as of March 31, 2023, under non-cancelable operating leases, assuming the minimum contractual lease term (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 2,463 2024 4,581 2025 2,119 Total AviClear revenue $ 9,163 Practical Expedients The Company elected to apply a practical expedient to operating leases and elected not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer. As such, updates or upgrades on a when-and-if available basis to the AviClear device are combined with the operating lease revenue. The combined component is being accounted for under ASC 842. Additionally, the Company made an accounting policy election to present AviClear revenue net of sales and other similar taxes. Capitalized sales commissions Sales commissions related to obtaining AviClear lease agreements are accounted for as initial direct costs and are capitalized and amortized on a straight-line basis over the lease term. Amortization expenses for these assets were $1.0 million for the three months ended March 31, 2023, and nil for the three months ended March 31, 2022, and were included in Sales and marketing expense in the Company’s condensed consolidated statement of operations. Total capitalized commissions as of March 31, 2023, and December 31, 2022, were $3.7 million and $3.3 million, respectively, and are included in Other long-term assets in the Company’s condensed consolidated balance sheet. Lease installment costs The Company capitalizes fulfillment costs incurred before AviClear lease commencement and these costs include freight, installation, and training costs. Amortization expenses for these assets were $0.5 million during the three months ended March 31, 2023, and nil for the three months ended March 31, 2023, and were included in Cost of revenue in the Company’s condensed consolidated statement of operations. Total lease installment costs as of March 31, 2023, and December 31, 2022, were $1.8 million and $1.4 million, respectively, and are included in Other long-term assets in the Company’s condensed consolidated balance sheet. |
Leases (Restated) | Leases (Restated) The Company is a party to certain operating and finance leases for vehicles, office space and storage facilities. The Company’s material operating leases consist of office space, as well as storage facilities and finance leases consist of automobile leases. The Company’s leases generally have remaining terms of one The Company determines if a contract contains a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates the incremental secured borrowing rates corresponding to the maturities of the leases. The Company based the rate estimates on prevailing financial market conditions, credit analysis, and management judgment. Tenant incentives used to fund leasehold improvements are recognized when earned and reduce the Company’s right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Supplemental balance sheet information related to leases was as follows (in thousands): Leases Classification March 31, December 31, Assets Right-of-use assets Operating lease right-of-use assets $ 12,059 $ 12,831 Finance lease Property and equipment, net 1,535 1,606 Total leased assets $ 13,594 $ 14,437 Liabilities Classification March 31, December 31, Operating lease liabilities Operating lease liabilities, current Operating lease liabilities $ 2,722 $ 2,810 Operating lease liabilities, non-current Operating lease liabilities, net of current portion 10,652 11,352 Total Operating lease liabilities $ 13,374 $ 14,162 Finance lease liabilities Finance lease liabilities, current Accrued liabilities $ 480 $ 485 Finance lease liabilities, non-current Other long-term liabilities 675 825 Total Finance lease liabilities $ 1,155 $ 1,310 Lease costs during the three months ended March 31, 2023 and 2022 (in thousands) was as follows: Three Months Ended Lease costs Classification 2023 2022 Finance lease cost Amortization expense $ 150 $ 161 Finance lease cost Interest for finance lease $ 20 $ 21 Operating lease cost Operating lease expense $ 891 $ 915 Cash paid for amounts included in the measurement of lease liabilities during the three months ended March 31, 2023 and 2022 was as follows (in thousands): Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Classification 2023 2022 Operating cash flow Finance lease $ 20 $ 21 Financing cash flow Finance lease $ 124 $ 150 Operating cash flow Operating lease $ 699 $ 792 Facility leases Maturities of facility leases were as follows as of March 31, 2023 (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 2,489 2023 2,937 2024 2,934 2025 3,029 2026 3,132 2027 and thereafter 468 Total lease payments 14,989 Less: imputed interest 1,615 Present value of lease liabilities $ 13,374 Vehicle Leases As of March 31, 2023, the Company was committed to minimum lease payments for vehicles leased under long-term non-cancelable finance leases as follows (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 402 2024 614 2025 263 2025 8 Total lease payments 1,287 Less: imputed interest 132 Present value of lease liabilities $ 1,155 Weighted-average remaining lease term and discount rate, as of March 31, 2023, were as follows: Lease Term and Discount Rate March 31, 2023 Weighted-average remaining lease term (years) Operating leases 4.8 Finance leases 2.0 Weighted-average discount rate Operating leases 4.8 % Finance leases 6.2 % Lessor - AviClear (Restated) Lessor revenue (Restated) The Company leases the AviClear device to customers and receives a fixed annual license fee over the term of the arrangement and variable revenue related to the number of treatments performed by the lessee. The contractual term of the lease agreement is three years with a one-year autorenewal feature. Certain lease agreements' terms in excess of one year can be terminated without financial penalty, and these agreements are accounted for as having a lease term of one year. The AviClear lease agreements are accounted for as operating leases. The fixed annual license fee is recognized evenly throughout the period of the lease agreement on a straight-line basis. The treatment revenue is recognized in the period the lessee has the ability to perform the patient treatment. The following table summarizes the amount of operating lease income included in product revenue in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended 2023 2022 (As Restated) AviClear operating lease license fee revenue $ 1,225 $ — AviClear operating lease revenue 2,703 — Total AviClear revenue $ 3,928 $ — The AviClear device being leased has a useful life of seven years. The Company expects that a device will be leased for two consecutive lease terms at the end of which its residual value will be immaterial. The following is the minimum future lease payments as of March 31, 2023, under non-cancelable operating leases, assuming the minimum contractual lease term (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 2,463 2024 4,581 2025 2,119 Total AviClear revenue $ 9,163 Practical Expedients The Company elected to apply a practical expedient to operating leases and elected not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer. As such, updates or upgrades on a when-and-if available basis to the AviClear device are combined with the operating lease revenue. The combined component is being accounted for under ASC 842. Additionally, the Company made an accounting policy election to present AviClear revenue net of sales and other similar taxes. Capitalized sales commissions Sales commissions related to obtaining AviClear lease agreements are accounted for as initial direct costs and are capitalized and amortized on a straight-line basis over the lease term. Amortization expenses for these assets were $1.0 million for the three months ended March 31, 2023, and nil for the three months ended March 31, 2022, and were included in Sales and marketing expense in the Company’s condensed consolidated statement of operations. Total capitalized commissions as of March 31, 2023, and December 31, 2022, were $3.7 million and $3.3 million, respectively, and are included in Other long-term assets in the Company’s condensed consolidated balance sheet. Lease installment costs The Company capitalizes fulfillment costs incurred before AviClear lease commencement and these costs include freight, installation, and training costs. Amortization expenses for these assets were $0.5 million during the three months ended March 31, 2023, and nil for the three months ended March 31, 2023, and were included in Cost of revenue in the Company’s condensed consolidated statement of operations. Total lease installment costs as of March 31, 2023, and December 31, 2022, were $1.8 million and $1.4 million, respectively, and are included in Other long-term assets in the Company’s condensed consolidated balance sheet. |
Leases (Restated) | Leases (Restated) The Company is a party to certain operating and finance leases for vehicles, office space and storage facilities. The Company’s material operating leases consist of office space, as well as storage facilities and finance leases consist of automobile leases. The Company’s leases generally have remaining terms of one The Company determines if a contract contains a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates the incremental secured borrowing rates corresponding to the maturities of the leases. The Company based the rate estimates on prevailing financial market conditions, credit analysis, and management judgment. Tenant incentives used to fund leasehold improvements are recognized when earned and reduce the Company’s right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Supplemental balance sheet information related to leases was as follows (in thousands): Leases Classification March 31, December 31, Assets Right-of-use assets Operating lease right-of-use assets $ 12,059 $ 12,831 Finance lease Property and equipment, net 1,535 1,606 Total leased assets $ 13,594 $ 14,437 Liabilities Classification March 31, December 31, Operating lease liabilities Operating lease liabilities, current Operating lease liabilities $ 2,722 $ 2,810 Operating lease liabilities, non-current Operating lease liabilities, net of current portion 10,652 11,352 Total Operating lease liabilities $ 13,374 $ 14,162 Finance lease liabilities Finance lease liabilities, current Accrued liabilities $ 480 $ 485 Finance lease liabilities, non-current Other long-term liabilities 675 825 Total Finance lease liabilities $ 1,155 $ 1,310 Lease costs during the three months ended March 31, 2023 and 2022 (in thousands) was as follows: Three Months Ended Lease costs Classification 2023 2022 Finance lease cost Amortization expense $ 150 $ 161 Finance lease cost Interest for finance lease $ 20 $ 21 Operating lease cost Operating lease expense $ 891 $ 915 Cash paid for amounts included in the measurement of lease liabilities during the three months ended March 31, 2023 and 2022 was as follows (in thousands): Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Classification 2023 2022 Operating cash flow Finance lease $ 20 $ 21 Financing cash flow Finance lease $ 124 $ 150 Operating cash flow Operating lease $ 699 $ 792 Facility leases Maturities of facility leases were as follows as of March 31, 2023 (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 2,489 2023 2,937 2024 2,934 2025 3,029 2026 3,132 2027 and thereafter 468 Total lease payments 14,989 Less: imputed interest 1,615 Present value of lease liabilities $ 13,374 Vehicle Leases As of March 31, 2023, the Company was committed to minimum lease payments for vehicles leased under long-term non-cancelable finance leases as follows (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 402 2024 614 2025 263 2025 8 Total lease payments 1,287 Less: imputed interest 132 Present value of lease liabilities $ 1,155 Weighted-average remaining lease term and discount rate, as of March 31, 2023, were as follows: Lease Term and Discount Rate March 31, 2023 Weighted-average remaining lease term (years) Operating leases 4.8 Finance leases 2.0 Weighted-average discount rate Operating leases 4.8 % Finance leases 6.2 % Lessor - AviClear (Restated) Lessor revenue (Restated) The Company leases the AviClear device to customers and receives a fixed annual license fee over the term of the arrangement and variable revenue related to the number of treatments performed by the lessee. The contractual term of the lease agreement is three years with a one-year autorenewal feature. Certain lease agreements' terms in excess of one year can be terminated without financial penalty, and these agreements are accounted for as having a lease term of one year. The AviClear lease agreements are accounted for as operating leases. The fixed annual license fee is recognized evenly throughout the period of the lease agreement on a straight-line basis. The treatment revenue is recognized in the period the lessee has the ability to perform the patient treatment. The following table summarizes the amount of operating lease income included in product revenue in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended 2023 2022 (As Restated) AviClear operating lease license fee revenue $ 1,225 $ — AviClear operating lease revenue 2,703 — Total AviClear revenue $ 3,928 $ — The AviClear device being leased has a useful life of seven years. The Company expects that a device will be leased for two consecutive lease terms at the end of which its residual value will be immaterial. The following is the minimum future lease payments as of March 31, 2023, under non-cancelable operating leases, assuming the minimum contractual lease term (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 2,463 2024 4,581 2025 2,119 Total AviClear revenue $ 9,163 Practical Expedients The Company elected to apply a practical expedient to operating leases and elected not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer. As such, updates or upgrades on a when-and-if available basis to the AviClear device are combined with the operating lease revenue. The combined component is being accounted for under ASC 842. Additionally, the Company made an accounting policy election to present AviClear revenue net of sales and other similar taxes. Capitalized sales commissions Sales commissions related to obtaining AviClear lease agreements are accounted for as initial direct costs and are capitalized and amortized on a straight-line basis over the lease term. Amortization expenses for these assets were $1.0 million for the three months ended March 31, 2023, and nil for the three months ended March 31, 2022, and were included in Sales and marketing expense in the Company’s condensed consolidated statement of operations. Total capitalized commissions as of March 31, 2023, and December 31, 2022, were $3.7 million and $3.3 million, respectively, and are included in Other long-term assets in the Company’s condensed consolidated balance sheet. Lease installment costs The Company capitalizes fulfillment costs incurred before AviClear lease commencement and these costs include freight, installation, and training costs. Amortization expenses for these assets were $0.5 million during the three months ended March 31, 2023, and nil for the three months ended March 31, 2023, and were included in Cost of revenue in the Company’s condensed consolidated statement of operations. Total lease installment costs as of March 31, 2023, and December 31, 2022, were $1.8 million and $1.4 million, respectively, and are included in Other long-term assets in the Company’s condensed consolidated balance sheet. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies The Company is named from time to time as a party to other legal proceedings, product liability, intellectual property disputes, commercial disputes, employee disputes, and contractual lawsuits. A liability and related charge are recorded to earnings in the Company’s consolidated financial statements for legal contingencies when the loss is considered probable and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information, including discussion with outside legal counsel. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range of losses is recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible, but not probable and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. The Company expenses legal fees as incurred. Certain of the cases below are still in the preliminary stages, and the Company is not able to quantify the extent of its potential liability, if any, other than as described. The outcome of litigation is inherently unpredictable and subject to significant uncertainties. If any of these matters are resolved adversely to the Company, this could have a material adverse effect on its business, financial condition, results of operations, and cash flows. In addition, defending these legal proceedings is likely to be costly, which may have a material adverse effect on the Company's financial condition, results of operations and cash flows, and may divert management's attention from the day-to-day operations of its business. On January 31, 2020, the Company filed a lawsuit against Lutronic Aesthetics in the United States District Court for the Eastern District of California. Lutronic employs numerous former Cutera employees. The complaint against Lutronic generally alleges claims for (1) misappropriation of trade secrets in violation of state and federal law; (2) violation of the Racketeer Influenced and Corrupt Organizations Act ("RICO"); (3) interference with contractual relations; (4) interference with prospective economic advantage; (5) unfair competition; and (6) aiding and abetting. On March 13, 2020, the court entered a temporary restraining order ("TRO") against Lutronic generally prohibiting it from using or disseminating the Company's confidential, proprietary, or trade secret information. The order also prohibits Lutronic, for two years, from using such information for the purpose of soliciting, or conducting business with, certain specified customers. On April 9, 2020, the parties stipulated to the entry of a preliminary injunction providing for the same relief afforded by the TRO. On August 4, 2022, Cutera filed a second amended complaint. In addition to the above referenced claims, Cutera alleged claims for violation of the Lanham Act, unlawful business practices, false advertising and trademark infringement. Discovery is ongoing. No trial date has been scheduled. In March 2023, Serendia, LLC (“Serendia”), filed patent infringement complaints against the Company with the International Trade Commission (“ITC”) and in U.S. District Court for the District of Delaware alleging infringement of six Serendia patents by the Secret RF and Secret Pro systems, which the Company distributes in the U.S. on behalf of ILOODA Co. Ltd., a Korean company. If, following a successful third-party action for infringement, the Company cannot obtain a license for its products, the Company may have to stop selling the applicable products. On April 11, 2023, J. Daniel Plants, the Company’s former Executive Chairperson, and David Mowry, the Company’s former Chief Executive Officer, filed a complaint in the Delaware Court of Chancery against directors Gregory Barrett, Sheila Hopkins, Timothy O’Shea, Juliane Park and Janet Widmann, as defendants, and the Company, as nominal defendant (the “Delaware Litigation”) seeking a declaration that the individual defendants breached their fiduciary duties and enjoining them from enforcing the nomination deadline under the Company’s Amended and Restated Bylaws in connection with the 2023 annual meeting of stockholders, or in the alternative, a declaration that the Company must hold a special meeting of the stockholders on June 2, 2023. Mr. Plants and Mr. Mowry filed a motion for expedited proceedings with their complaint. Mr. Plants and Mr. Mowry subsequently agreed that the determination made by the Special Committee of the Board to hold a special meeting of the stockholders on June 9, 2023 mooted their request in the Delaware Litigation for a declaration that the Company hold a special meeting of the stockholders. On April 18, 2023, the Court of Chancery denied Mr. Plants and Mr. Mowry’s motion for expedited proceedings. As of March 31, 2023 and December 31, 2022, the Company had a ccrued $0.8 million a nd $0.5 million, respectively, related to various pending commercial and product liability lawsuits. The Company does not believe that a material loss in excess of accrued amounts is reasonably likely. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible notes, net of unamortized debt issuance costs The following table presents the outstanding principal amount and carrying value of the Company’s Convertible Notes (in thousands): March 31, December 31, Notes due in 2026 Outstanding principal amount $ 69,125 $ 69,125 Unamortized debt issuance costs (1,437) (1,553) Carrying Value $ 67,688 $ 67,572 Notes due in 2028 Outstanding principal amount $ 240,000 $ 240,000 Unamortized debt issuance costs (6,613) (6,908) Carrying Value $ 233,387 $ 233,092 Notes due in 2029 Outstanding principal amount $ 120,000 $ 120,000 Unamortized debt issuance costs (4,064) (4,205) Carrying Value $ 115,936 $ 115,795 Convertible notes, net $ 417,011 $ 416,459 Issuance of convertible notes due in 2026 In March 2021, the Company issued $138.3 million aggregate principal amount of 2026 Notes in a private placement offering. In May 2022, the Company entered into privately-negotiated exchange agreements with certain holders of the Company’s outstanding 2026 Notes. Following the exchange, approximately $69.1 million in aggregate principal amount of the 2026 Notes remained outstanding. The 2026 Notes bear interest at a rate of 2.25% per year payable semiannually in arrears on March 15 and September 15 of each year. Upon conversion, the 2026 Notes will be convertible into either cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The Convertible notes are presented as Convertible notes, net of unamortized debt issuance costs, on the condensed consolidated balance sheet. The aggregate proceeds from the offering were approximately $133.6 million, net of issuance costs, including initial purchasers fees. Each $1,000 principal amount of the 2026 Notes is initially convertible into 30.1427 shares of the Company’s common stock, which is equivalent to a conversion price of approximately $33.18 per share. The conversion rate for the 2026 Notes is subject to adjustment for certain events as set forth in the indenture governing the 2026 Notes. The 2026 Notes will mature on March 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2026 Notes. Issuance of convertible notes due in 2028 In May 2022, the Company issued $240.0 million aggregate principal amount of 2028 Notes. A total of $230.0 million of aggregate principal amount of 2028 Notes was issued in a private placement offering and concurrently with this private placement, the Company entered into a purchase agreement with Voce Capital Management LLC ("Voce"), an entity affiliated with J. Daniel Plants, the Company’s former Executive Chairperson, pursuant to which the Company issued to Voce $10.0 million aggregate principal amount of 2028 Notes on the same terms and conditions. The aggregate proceeds from the offering of 2028 Notes were approximately $232.4 million, net of issuance costs, including initial purchaser fees. The 2028 Notes bear interest at a rate of 2.25% per year payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2022. Upon conversion, the 2028 Notes will be convertible into either cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. Each $1,000 principal amount of the 2028 Notes is initially convertible into 18.9860 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $52.67 per share. The conversion rate for the 2028 Notes is subject to adjustment for certain events as set forth in the indenture governing the 2028 Notes. The 2028 Notes are presented as Convertible notes, net of unamortized debt issuance costs, on the condensed consolidated balance sheet. Issuance of convertible notes due in 2029 In December 2022, the Company issued $120.0 million aggregate principal amount of 2029 Notes in a private placement offering. The 2029 Notes bear interest at a rate of 4.00% per year payable semiannually in arrears on June 1 and December 1 of each year. Upon conversion, the 2029 Notes will be convertible into either cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The convertible notes are presented as Convertible notes, net of unamortized debt issuance costs, on the condensed consolidated balance sheet. The aggregate proceeds from the offering were approximately $115.8 million, net of issuance costs, including initial purchasers fees. Each $1,000 principal amount of the 2029 Notes is initially convertible into 17.1378 shares of the Company’s common stock, which is equivalent to a conversion price of approximately $58.35 per share. The conversion rate for the 2029 Notes is subject to adjustment for certain events as set forth in the indenture governing the 2029 Notes. The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2029 Notes. 2026 Notes exchange In May 2022, the Company entered into privately-negotiated exchange agreements with certain holders of the Company’s outstanding 2026 Notes with respect to the exchange of $45.8 million in cash (excluding $0.3 million in cash for the payment of accrued interest) and 1,354,348 shares of common stock for $69.1 million in aggregate principal amount of the Company’s outstanding 2026 Notes (the “2026 Notes Exchange”). Immediately following the closing of the 2026 Notes Exchange, approximately $69.1 million in aggregate principal amount of the 2026 Notes remained outstanding. The 2026 Notes Exchange was accounted for as an extinguishment of debt. The Company recorded the difference between the proceeds paid and the carrying amount of the debt as an extinguishment loss, with a corresponding entry to common stock and Additional-paid-in capital for the issuance of the shares at the then-trading price of $41.31 per share. The table below presents the components of the Loss on debt extinguishment recorded in the Company's condensed consolidated statements of operations in the three months ended June 30, 2022 (amounts in thousands, except share and per share amounts): Shares issued for repurchase 1,354,348 Closing price of Cutera common stock on May 24, 2022 $ 41.31 Value of shares issued $ 55,948 Cash used for repurchase 45,776 Total shares and cash $ 101,724 2026 Note principal exchanged (69,125) 32,599 2026 Notes: Unamortized debt issuance costs on May 24, 2022 $ 3,648 Portion of 2026 Note principal exchanged 50 % 1,824 Loss on debt extinguishment $ 34,423 Conversion and other features 2026 Notes: Holders may convert their 2026 Notes at their option prior to the close of business on the business day immediately preceding December 15, 2025, in multiples of $1,000 principal amount, only under the following circumstances: • During any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including, the last trading day of the immediately preceding fiscal quarter, is greater than or equal to 130% of the conversion price for the 2026 Notes on each applicable trading day; • During the five-business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; • The Company calls such 2026 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events. On or after December 15, 2025, and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. The circumstances described in the first bullet of the paragraph above were not met during the first quarter of 2023. As of March 31, 2023, the 2026 Notes are not convertible. The 2026 Notes may become convertible in future periods. Upon any conversion requests of the 2026 Notes, the Company would be required to pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election with respect to such conversion requests. To the extent there are any conversion requests during the twelve months ending March 31, 2024, the Company intends to settle such conversion requests in shares of common stock. Therefore, as of March 31, 2023, the 2026 Notes have been included as Long-term debt on the condensed consolidated balance sheet. The Company may not redeem the 2026 Notes prior to March 20, 2024. On or after March 20, 2024, the Company may redeem for cash all or any portion of the 2026 Notes, at the Company’s option, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company elects to redeem fewer than all of the outstanding 2026 Notes, at least $50.0 million aggregate principal amount of 2026 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. If a specified corporate event occurs, 2026 Note holders have the option to require the Company to repurchase any portion or all of their 2026 Notes in $1,000 principal increments for cash. The price for such repurchase is calculated as 100% of the principal amounts of 2026 Notes, plus accrued and unpaid interest to the day immediately preceding the Fundamental Change repurchase date. Additionally, holders of the 2026 Notes who convert in connection with a fundamental change are, under certain circumstances, entitled to an increase in conversion rate. The 2026 Notes are general senior unsecured obligations that rank senior to any of the Company’s indebtedness that is explicitly subordinated to the 2026 Notes. The 2026 Notes have equal rank in right of payment with all existing and future unsecured indebtedness that is not subordinated to the 2026 Notes (including the 2028 Notes and 2029 Notes). The 2026 Notes will be junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The 2026 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The estimated fair value of the 2026 Notes was approximately $68.4 million as of March 31, 2023, which the Company determined through consideration of market prices. The fair value measurement is classified as Level 2, as defined in Note 3. 2028 Notes: Holders may convert their 2028 Notes at their option, in multiples of $1,000 principal amount, only under the following circumstances: • During any fiscal quarter commencing after the fiscal quarter ending on September 30, 2022 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including, the last trading day of the immediately preceding fiscal quarter, is greater than or equal to 130% of the conversion price for the 2028 Notes on each applicable trading day; • During the five-business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of 2028 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; • The Company calls such 2028 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events. On or after March 1, 2028, and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2028 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. The circumstances described in the bullets in the paragraph above were not met during the first quarter of 2023. As of March 31, 2023, the 2028 Notes are not convertible. The 2028 Notes may become convertible in future periods. Upon any conversion requests of the 2028 Notes, the Company would be required to pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election with respect to such conversion requests. To the extent there are any conversion requests during the twelve months ending March 31, 2024, the Company intends to settle such conversion requests in shares of common stock. Therefore, as of March 31, 2023, the 2028 Notes have been included as long-term debt on the condensed consolidated balance sheet. The Company may not redeem the 2028 Notes prior to June 5, 2025. On or after June 5, 2025, the Company may redeem for cash all or any portion of the 2028 Notes, at the Company’s option, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company elects to redeem fewer than all of the outstanding 2028 Notes, at least $100.0 million aggregate principal amount of 2028 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. If a specified corporate event occurs, note holders have the option to require the Company to repurchase any portion or all of their 2028 Notes in $1,000 principal increments for cash. The price for such repurchase is calculated as 100% of the principal amounts of 2028 Notes, plus accrued and unpaid interest to the day immediately preceding the Fundamental Change repurchase date. Additionally, holders of the 2028 Notes who convert in connection with a fundamental change are, under certain circumstances, entitled to an increase in conversion rate. The 2028 Notes are general senior unsecured obligations that rank senior to any of the Company’s indebtedness that is explicitly subordinated to the 2028 Notes. The 2028 Notes have equal rank in right of payment with all existing and future unsecured indebtedness that is not subordinated to the 2028 Notes (including the 2026 Notes and 2029 Notes). The 2028 Notes will be junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The 2028 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The estimated fair value of the 2028 Notes was approximately $180.4 million as of March 31, 2023, which the Company determined through consideration of market prices. The fair value measurement is classified as Level 2, as defined in Note 3. 2029 Notes: Holders may convert their 2029 Notes at their option prior to the close of business on the business day immediately preceding March 1, 2029 in multiples of $1,000 principal amount, only under the following circumstances: • During any fiscal quarter commencing after the fiscal quarter ending March 31, 2023 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including, the last trading day of the immediately preceding fiscal quarter, is greater than or equal to 130% of the conversion price for the 2029 Notes on each applicable trading day; • During the five-business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; • The Company calls such 2029 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events. On or after March 1, 2029, and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2029 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon any conversion requests of the 2029 Notes, the Company would be required to pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election with respect to such conversion requests. To the extent there are any conversion requests during the twelve months ending March 31, 2024, the Company intends to settle such conversion requests in shares of common stock. Therefore, as of March 31, 2023, the 2029 Notes have been included as Long-term debt on the consolidated balance sheet. The Company may not redeem the 2029 Notes prior to December 5, 2025. On or after December 5, 2025, the Company may redeem for cash all or any portion of the 2029 Notes, at the Company’s option, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company elects to redeem fewer than all of the outstanding 2029 Notes, at least $100.0 million aggregate principal amount of 2029 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. If a specified corporate event occurs, 2029 Note holders have the option to require the Company to repurchase any portion or all of their 2029 Notes in $1,000 principal increments for cash. The price for such repurchase is calculated as 100% of the principal amounts of 2029 Notes, plus accrued and unpaid interest to the day immediately preceding the Fundamental Change repurchase date. Additionally, holders of the 2029 Notes who convert in connection with a fundamental change are, under certain circumstances, entitled to an increase in conversion rate. The 2029 Notes are general senior unsecured obligations that rank senior to any of the Company’s indebtedness that is explicitly subordinated to the 2029 Notes. The 2029 Notes have equal rank in right of payment with all existing and future unsecured indebtedness that is not subordinated to the 2029 Notes (including the 2026 Notes and 2028 Notes). The 2029 Notes will be junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The 2029 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The estimated fair value of the 2029 Notes was approximately $87.2 million as of March 31, 2023, which the Company determined through consideration of market prices. The fair value measurement is classified as Level 2, as defined in Note 3. Capped Call Transactions In connection with the issuance of each series of the Convertible Notes, the Company entered into capped call transactions with certain option counterparties. The capped call transactions are generally intended to reduce the potential dilution of the Company's common stock upon any conversion or settlement of the applicable series of Convertible Notes or to offset any cash payment the Company is required to make in excess of the principal amount upon conversion of the applicable series of Convertible Notes, as the case may be, with such reduction or offset subject to a cap based on the cap price. If the market price per share of the Company’s common stock exceeds the cap price of the applicable capped call transactions, then the Company’s stock would experience some dilution and/or such capped call transactions would not fully offset the potential cash payments, in each case, to the extent the then-market price per share of its common stock exceeds the applicable cap price. In connection with the offering of the 2026 Notes, the Company purchased from the option counterparties capped call options that in the aggregate relate to the total number of shares of the Company's common stock underlying the convertible notes, with a strike price equal to the conversion price of the convertible notes and with an initial cap price equal to $45.535, which represented a 75% premium over the last reported sale price of the Company's common stock of $26.02 per share on March 4, 2021, with certain adjustments to the settlement terms that reflect standard anti-dilution provisions. The capped call transactions expire over 40 consecutive scheduled trading days ended on March 12, 2026. The capped calls were purchased for $16.1 million. In connection with the offering of the 2028 Notes, the Company purchased from the option counterparties capped call options that in the aggregate related to the total number of shares of the Company's common stock underlying the 2028 Notes sold to the initial purchasers in the offering of 2028 Notes, with a strike price equal to the conversion price of the 2028 Notes and with an initial cap price equal to $82.62, which represents a 100% premium over the last reported sale price of the Company's common stock of $41.31 per share on May 24, 2022, with certain adjustments to the settlement terms that reflect standard anti-dilution provisions. These capped call transactions expire over 40 consecutive scheduled trading days ended on May 30, 2028. The capped calls were purchased for $32.0 million, net of issuance costs. In connection with the offering of the 2029 Notes, the Company purchased from the option counterparties capped call options that in the aggregate related to the total number of shares of the Company's common stock underlying the 2029 Notes sold to the initial purchasers in the offering of 2029 Notes, with a strike price equal to the conversion price of the 2029 Notes and with an initial cap price equal to $99.21, which represents a 100% premium over the last reported sale price of the Company's common stock of $49.66 per share on December 7, 2022, with certain adjustments to the settlement terms that reflect standard anti-dilution provisions. These capped call transactions expire over 40 consecutive scheduled trading days ended on May 30, 2029. The capped calls were purchased for $25.1 million, net of issuance costs. The Company evaluated the capped call transactions under authoritative accounting guidance and determined that they should be accounted for as a separate transaction and classified as a net reduction to Additional paid-in capital within stockholders’ equity with no recurring fair value measurement recorded. The Company early adopted ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) on January 1, 2021. In accordance with Subtopic 470-20 and 815-40, as revised by ASU 2020-6, the Company records the convertible notes in long-term debt with no separation between the Notes and the conversion option. Each reporting period, the Company will determine whether any criteria is met for the note holders to have the option to redeem the Notes early, which could result in a change in the classification of the Notes to current liabilities. Debt Issuance Cost The issuance costs related to the Convertible Notes are presented in the condensed consolidated balance sheet as a direct deduction from the carrying amount of the Convertible Notes. The issuance costs are amortized using an effective interest method basis over the term of the Convertible Notes. The effective interest rates on the 2026 Notes, 2028 Notes, and 2029 Notes are 2.98%, 2.82%, and 4.63%, respectively. Interest expense for the three months ended March 31, 2023, including the amortization of debt issuance cost, totaled approximately $3.5 million. Interest expense for the three months ended March 31, 2022, including the amortization of debt issuance cost, totaled appr oximately $1.0 million. Loan and Security Agreement On July 9, 2020, the Company entered into a Loan and Security Agreement with Silicon Valley Bank for a four-year secured revolving loan facility (“SVB Revolving Line of Credit”) in an aggregate principal amount of up to $30.0 million. The SVB Revolving Line of Credit matures on July 9, 2024. In order to draw on the full amount of the SVB Revolving Line of Credit, the Company must satisfy certain liquidity ratios. If the Company is unable to meet these liquidity ratios, then availability under the revolving line is calculated as 80% of the Company’s qualifying accounts receivable. The proceeds of the revolving loans may be used for general corporate purposes. The Company’s obligations under the Loan and Security Agreement with Silicon Valley Bank are secured by substantially all of the assets of the Company. Interest on principal amount outstanding under the revolving line shall accrue at a floating per annum rate equal to the greater of either 1.75% above the Prime Rate or five percent (5.0%). The Company paid a non-refundable revolving line commitment fee of $0.3 million, on the effective date of the Loan and Security Agreement with Silicon Valley Bank of July 9, 2020, and the Company is required to pay an anniversary fee of $0.3 million on each twelve-month anniversary of the effective date of the Loan and Security Agreement. The Loan and Security Agreement with Silicon Valley Bank contains customary affirmative covenants, such as financial statement reporting requirements and delivery of borrowing base certificates, as well as customary covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, sell certain assets, guarantee obligations of third parties, declare dividends, or make certain distributions, and undergo a merger or consolidation or certain other transactions. The Loan and Security Agreement also contains certain financial covenants, including maintaining a quarterly minimum revenue of $90.0 million, determined in accordance with GAAP on a trailing twelve-month basis, but which is only applicable if the Company has an outstanding balance under the loan facility. The Loan and Security Agreement has been amended since inception to permit the issuance of the Convertible Notes and related capped call transactions and to remove the quarterly minimum revenue requirement. On March 26, 2023, the FDIC announced that it had entered into a purchase and assumption agreement with First-Citizens Bank & Trust Company under which all deposits of the former Silicon Valley Bank were assumed by First-Citizens Bank & Trust Company. In addition, under the purchase and assumption agreement, First-Citizens Bank & Trust Company assumed Silicon Valley Bank’s obligations under the Company’s Loan and Security Agreement. The Company and First Citizens Bank & Trust Company agreed to amend the requirement for Cutera to maintain substantially all of its funds with First Citizens Bank & Trust Company and allowed up to 50% of the Company’s funds to be invested with institutions other than First Citizens Bank & Trust Company. As of March 31, 2023, the Company had not drawn on the loan facility and the Company is in compliance with all financial covenants. |
Segment Reporting (Restated)
Segment Reporting (Restated) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting (Restated) | Segment Reporting (Restated) Segment reporting is based on the “management approach,” following the method that management organizes the Company’s reportable segments for which separate financial information is made available to, and evaluated regularly by, the chief operating decision maker in allocating resources and in assessing performance. The Company’s chief operating decision maker ("CODM") is its Chief Executive Officer ("CEO"), who makes decisions on allocating resources and assessing performance. Beginning in the fourth quarter of 2022, the Company segregates its operations into two reportable business segments: (i) Cutera Core and (ii) AviClear. This segregation aligns the Company’s operating business segments with the way the CEO reviews the Company's operations as a result of the commercial release of the Company’s AviClear acne treatment device in April 2022. The Company measures the financial results of its reportable segments using an internal performance measure that excludes certain non-cash and non-recurring expenses. Three Months Ended 2023 2022 (Dollars in thousands) (As Restated) Net revenue Cutera Core $ 50,598 $ 58,014 AviClear 3,928 — Total net revenue $ 54,526 $ 58,014 Income (loss) from operations Cutera Core $ (11,259) $ 4,350 AviClear (6,299) (8,155) Segment loss from operations (17,558) (3,805) Items not allocated to segments Stock-based compensation (3,386) (4,043) ERP implementation (518) (3,976) Depreciation and amortization (3,587) (1,079) Legal fees, severance, and other (1,552) (254) Consolidated loss from operations (26,601) (13,157) Interest and other expense, net (1,175) (1,752) Consolidated loss before income taxes $ (27,776) $ (14,909) Three Months Ended 2023 2022 Capital spending (As Restated) Cutera Core $ 73 $ 91 AviClear 10,280 230 Total segment capital spending 10,353 321 Corporate — — Total capital spending $ 10,353 $ 321 Total assets March 31, 2023 December 31, 2022 (As Restated) Cutera Core $ 166,932 $ 154,978 AviClear 60,719 47,406 Total segment assets 227,651 202,384 Corporate 268,928 318,604 Total assets $ 496,579 $ 520,988 The following table presents a summary of revenue by geography and product category for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended 2023 2022 Revenue mix by geography: (As Restated) North America $ 27,202 $ 28,853 Japan 12,908 17,503 Rest of the World, other than United States, Asia and Europe 14,416 11,658 Total consolidated revenue $ 54,526 $ 58,014 Revenue mix by product category: (As Restated) Systems $ 33,317 $ 36,514 AviClear 3,928 — Consumables 3,744 3,903 Skincare 8,132 11,649 Total product revenue 49,121 52,066 Service 5,405 5,948 Total consolidated revenue $ 54,526 $ 58,014 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April 2023, the Company’s Compensation Committee approved a retention amount of $10.0 million to be made available to sales personnel and a retention amount of $3.0 million for non-sales personnel. These retention amounts will be paid in cash to the relevant employees over an 18-month period in installments in July 2023, January 2024, April 2024, and October 2024. The Company believed it necessary given the recent events at the Board of Director level to put incentives in place to prevent employee turnover. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Operations and Principles of Consolidation | Description of Operations and Principles of Consolidation Cutera, Inc. (“Cutera” or the “Company”) develops, manufactures, distributes, and markets energy-based product platforms for medical practitioners, enabling them to offer treatments to their customers. In addition, the Company distributes third-party manufactured skincare products. The Company currently markets the following system platforms: AviClear, enlighten, excel, truSculpt, Secret PRO , Secret RF, and xeo. These platforms enable medical practitioners to perform procedures including treatment for acne, body contouring, skin resurfacing and revitalization, hair and tattoo removal, removal of benign pigmented lesions, and vascular conditions. Several of the Company’s systems offer multiple hand pieces and applications, providing customers the flexibility to upgrade their systems. The sales of systems, system upgrades, and hand pieces (collectively “Systems” revenue); the leasing of AviClear devices for acne treatment ("AviClear" revenue); the replacement hand pieces, Titan, truSculpt 3 D,truSculpt and truFex cycle refills, as well as single use disposable tips applicable to Secret PRO, and Secret RF (“Consumables” revenue); and the distribution of third-party manufactured skincare products (“Skincare” revenue); are collectively classified as “Products” revenue. In addition to Products revenue, the Company generates revenue from the sale of post-warranty service contracts, parts, detachable hand piece replacements (except for Titan, truSculpt 3D, truSculpt and truFlex) and service labor for the repair and maintenance of products that are out of warranty, all of which are collectively classified as “Service” revenue. |
Basis of Presentation | Basis of Presentation In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements included in this report reflect all adjustments necessary for a fair statement of its condensed consolidated statements of financial position as of March 31, 2023 and December 31, 2022, and its condensed consolidated statements of results of operations, comprehensive income (loss), changes in equity (deficit), and cash flows for the three months ended March 31, 2023, and 2022. The December 31, 2022 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The results for interim periods are not necessarily indicative of results for the entire year or any other interim period. Presentation of certain prior year balances have been updated to conform with the current year presentation. All intercompany accounts and transactions have been eliminated upon consolidation. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s previously filed audited financial statements and the related notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2023, and as amended on May 1, 2023. |
Risks and Uncertainties | Risks and Uncertainties The Company's future results of operations involve a number of risks and uncertainties. Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company's products, stability of global financial markets, cybersecurity breaches and other disruptions that could compromise the Company’s information or results, business disruptions that are caused by natural disasters or pandemic events, management of international activities, competition from substitute products and larger companies, the Company's ability to obtain and maintain regulatory approvals, government regulations and oversight, patent and other types of litigation, the Company's ability to protect proprietary technology from counterfeit versions of the Company's products, the successful execution of new product launches, strategic relationships and dependence on key individuals. |
Accounting Policies | Accounting Policies |
Leases | Leases |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ materially from those estimates. On an ongoing basis, management evaluates its estimates, including those related to warranty obligations, sales commissions, allowance for credit losses, sales allowances, fair value of investments, valuation of inventories, fair value of goodwill, useful lives of property and equipment, impairment testing for long-lived-assets, implicit and incremental borrowing rates related to the Company’s leases, variables used in calculating the fair value of the Company's equity awards, expected achievement of performance based vesting criteria and management performance bonuses, assumptions used in operating and sales-type lease classifications, the standalone selling price of the Company's products and services, the period of benefit used to capitalize and amortize contract acquisition costs, variable considerations, contingent liabilities, recoverability of deferred tax assets, residual value of leased equipment, lease term and effective income tax rates. Management bases estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Effects of the Accounting Error | The effects of the accounting error on the Company's condensed consolidated balance sheet as of March 31, 2023 are as follows (in thousands): March 31, Adjustments March 31, (As Reported) (As Restated) Assets Current assets: Cash and cash equivalents $ 166,828 $ — $ 166,828 Marketable investments 100,823 — 100,823 Accounts receivable, net of allowance 52,138 (391) (f), (h) 51,747 Inventories, net 71,819 (2,028) (a), (c), (d) 69,791 Other current assets and prepaid expenses 26,156 — 26,156 Restricted cash 700 — 700 Total current assets 418,464 (2,419) 416,045 Property and equipment, net 53,016 (800) (b), (e) 52,216 Deferred tax assets 577 — 577 Goodwill 1,339 — 1,339 Operating lease right-of-use assets 12,059 — 12,059 Other long-term assets 14,343 — 14,343 Total assets $ 499,798 $ (3,219) $ 496,579 Liabilities and stockholders' deficit Current liabilities: Accounts payable $ 35,169 $ — $ 35,169 Accrued liabilities 58,660 — 58,660 Operating lease liabilities 2,722 — 2,722 Deferred revenue 12,243 (187) (g) 12,056 Total current liabilities 108,794 (187) 108,607 Deferred revenue, net of current portion 1,643 — 1,643 Operating lease liabilities, net of current portion 10,652 — 10,652 Convertible notes, net of unamortized debt issuance costs 417,011 — 417,011 Other long-term liabilities 711 — 711 Total liabilities 538,811 (187) 538,624 Stockholders’ deficit: Common stock 20 — 20 Additional paid-in capital 126,504 — 126,504 Accumulated other comprehensive income (loss) (8) — (8) Accumulated deficit (165,529) (3,032) (j) (168,561) Total stockholders’ deficit (39,013) (3,032) (42,045) Total liabilities and stockholders’ deficit $ 499,798 $ (3,219) $ 496,579 The effects of the accounting error on the Company's condensed consolidated income statement for the three-month period ended March 31, 2023 are as follows (in thousands, except per share data): Three Months Ended March 31, 2023 Adjustments Three Months Ended March 31, 2023 (As Reported) (As Restated) Net revenue: Products $ 49,588 $ (467) (f), (g) $ 49,121 Service 5,405 — 5,405 Total net revenue 54,993 (467) 54,526 Cost of revenue: Products 27,231 2,828 (a), (b), (c), (d), (e) 30,059 Service 2,835 — 2,835 Total cost of revenue 30,066 2,828 32,894 Gross profit 24,927 (3,295) 21,632 Operating expenses: Sales and marketing 29,512 — 29,512 Research and development 6,468 — 6,468 General and administrative 12,516 (263) (h) 12,253 Total operating expenses 48,496 (263) 48,233 Loss from operations (23,569) (3,032) (26,601) Interest and other expense, net: Amortization of debt issuance costs (552) — (552) Interest on convertible notes (2,939) — (2,939) Interest income 2,479 — 2,479 Other expense, net (163) — (163) Total interest and other expense, net (1,175) — (1,175) Loss before income taxes (24,744) (3,032) (27,776) Income tax expense 272 — 272 Net loss $ (25,016) $ (3,032) (j) $ (28,048) Net loss per share: Basic $ (1.26) $ (0.16) $ (1.42) Diluted $ (1.26) $ (0.16) $ (1.42) Weighted-average number of shares used in per share calculation: Basic 19,776 19,776 19,776 Diluted 19,776 19,776 19,776 The effects of the accounting errors on the Company's condensed consolidated statement of cash flows for the three-month period ended March 31, 2023 are as follows (in thousands): Three Months Ended March 31, 2023 Adjustments 2023 (As Reported) (As Restated) Cash flows from operating activities: Net loss $ (25,016) $ (3,032) (j) $ (28,048) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 3,386 — 3,386 Depreciation and amortization 1,409 — 1,409 Amortization of contract acquisition costs 2,178 — 2,178 Amortization of debt issuance costs 552 — 552 Deferred tax assets 13 — 13 Provision for credit losses 488 (263) (h) 225 Unrealized gain on foreign exchange forward (623) — (623) Accretion of discount on investment securities and investment income, net (880) 846 (i) (34) Changes in assets and liabilities: Accounts receivable (7,064) 654 (f) (6,410) Inventories (8,191) 2,028 (a), (c), (d) (6,163) Other current assets and prepaid expenses (2,053) — (2,053) Other long-term assets (2,011) — (2,011) Accounts payable (1,330) — (1,330) Accrued liabilities 1,706 — 1,706 Operating leases, net (16) — (16) Deferred revenue 388 (187) (g) 201 Net cash used in operating activities (37,064) 46 (37,018) Cash flows from investing activities: Acquisition of property and equipment (11,153) 800 (b), (e) (10,353) Proceeds from maturities of marketable investments 95,000 (846) (i) 94,154 Purchase of marketable investments (23,467) — (23,467) Net cash provided by (used in) investing activities 60,380 (46) 60,334 Cash flows from financing activities: Proceeds from exercise of stock options and employee stock purchase plan 109 — 109 Taxes paid related to net share settlement of equity awards (2,397) — (2,397) Payments on finance lease obligations (124) — (124) Net cash used in financing activities (2,412) — (2,412) Net increase (decrease) in cash, cash equivalents and restricted cash 20,904 — 20,904 Cash, cash equivalents, and restricted cash at beginning of period 146,624 — 146,624 Cash, cash equivalents, and restricted cash at end of period $ 167,528 $ — $ 167,528 Supplemental non-cash investing and financing activities: Assets acquired under finance lease $ 33 $ — $ 33 Assets acquired under operating lease $ 57 $ — $ 57 Acquisition of property and equipment $ 6,894 $ — $ 6,894 Supplemental disclosure of cash flow information: Cash paid for interest $ 778 $ — $ 778 Income tax paid $ 483 $ — $ 483 Footnote to tables: (a) Correction of the accounting error for the overstatement of inventory identified as a result of the physical inventory count ($1.2 million) (b) Correction of the accounting error related to AviClear devices identified as a result of the physical inventory count ($1.0 million) (c) Correction of the overstatement of demonstration and field inventory, net of quarterly amortization ($0.4 million) (d) Correction of the overstatement of demonstration and field inventory ($0.4 million) (e) Correction of AviClear capitalized labor cost incorrectly expensed in previous period ($0.2 million) (f) Correction of AviClear treatment revenue incorrectly recognized in the period ended June 30, 2023 ($0.7 million) (g) Correction of AviClear sales and lease arrangements incorrectly allocated to deferred revenue in previous period ($0.2 million) (h) Correction of the overstatement of the provision for credit losses associated with other receivables ($0.3 million) (i) Correction of the classification error related to the cash interest received on investments in marketable securities purchased at a discount ($0.8 million) (j) Net change in net loss for the three-month period ended March 31, 2023 |
Cash, Cash Equivalents and Ma_2
Cash, Cash Equivalents and Marketable Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table summarizes the Company's cash and cash equivalents and marketable investments (in thousands): Gross Gross Fair Amortized Unrealized Unrealized Market March 31, 2023 Cost Gains Losses Value Cash and cash equivalents N/A N/A N/A $ 166,828 Current restricted cash N/A N/A N/A 700 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows N/A N/A N/A 167,528 Marketable investments - U.S. Treasury 100,831 133 (141) 100,823 Total $ 100,831 $ 133 $ (141) $ 268,351 Gross Gross Fair Amortized Unrealized Unrealized Market December 31, 2022 Cost Gains Losses Value Cash and cash equivalents N/A N/A N/A $ 145,924 Current restricted cash N/A N/A N/A 700 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows N/A N/A N/A 146,624 Marketable investments - U.S. Treasury 171,484 8 (102) 171,390 Total $ 171,484 $ 8 $ (102) $ 318,014 |
Schedule of Restricted Cash and Cash Equivalents | The following table summarizes the Company's cash and cash equivalents and marketable investments (in thousands): Gross Gross Fair Amortized Unrealized Unrealized Market March 31, 2023 Cost Gains Losses Value Cash and cash equivalents N/A N/A N/A $ 166,828 Current restricted cash N/A N/A N/A 700 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows N/A N/A N/A 167,528 Marketable investments - U.S. Treasury 100,831 133 (141) 100,823 Total $ 100,831 $ 133 $ (141) $ 268,351 Gross Gross Fair Amortized Unrealized Unrealized Market December 31, 2022 Cost Gains Losses Value Cash and cash equivalents N/A N/A N/A $ 145,924 Current restricted cash N/A N/A N/A 700 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows N/A N/A N/A 146,624 Marketable investments - U.S. Treasury 171,484 8 (102) 171,390 Total $ 171,484 $ 8 $ (102) $ 318,014 |
Schedule of Available-for-Sale Securities | The following table summarizes the Company's cash and cash equivalents and marketable investments (in thousands): Gross Gross Fair Amortized Unrealized Unrealized Market March 31, 2023 Cost Gains Losses Value Cash and cash equivalents N/A N/A N/A $ 166,828 Current restricted cash N/A N/A N/A 700 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows N/A N/A N/A 167,528 Marketable investments - U.S. Treasury 100,831 133 (141) 100,823 Total $ 100,831 $ 133 $ (141) $ 268,351 Gross Gross Fair Amortized Unrealized Unrealized Market December 31, 2022 Cost Gains Losses Value Cash and cash equivalents N/A N/A N/A $ 145,924 Current restricted cash N/A N/A N/A 700 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows N/A N/A N/A 146,624 Marketable investments - U.S. Treasury 171,484 8 (102) 171,390 Total $ 171,484 $ 8 $ (102) $ 318,014 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured and Recognized at Fair Value on a Recurring Basis | As of March 31, 2023, financial assets measured and recognized at fair value on a recurring basis and classified under the appropriate level of the fair value hierarchy as described above were as follows (in thousands): March 31, 2023 Level 1 Level 2 Cash equivalents: Money market funds $ 94,131 $ — Marketable investments: Available-for-sale securities 100,823 — Derivative assets: Foreign exchange forward — 65 Total $ 194,954 $ 65 As of December 31, 2022, financial assets and liabilities measured and recognized at fair value on a recurring basis and classified under the appropriate level of the fair value hierarchy as described above were as follows (in thousands): December 31, 2022 Level 1 Level 2 Cash equivalents: Money market funds $ 26,408 $ — Marketable investments: Available-for-sale securities 171,390 — Derivative liabilities: Foreign exchange forward — (558) Total $ 197,798 $ (558) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The cash flow effect of the derivative instruments settlement is recorded in cash flow from operations. March 31, 2023 Classification Foreign Exchange Forward (Dollars in thousands) Gross notional amount N/A $ 5,557 Fair value Other current assets and prepaid expenses $ 65 Unrealized gain Other expense, net $ 394 |
Balance Sheet Details (Restat_2
Balance Sheet Details (Restated) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | As of March 31, 2023 and December 31, 2022, inventories cons ist of the following (in thousands): March 31, December 31, (As Restated) Raw materials $ 42,243 $ 36,323 Work in process 1,416 2,117 Finished goods 26,132 25,188 Total $ 69,791 $ 63,628 |
Schedule of Other Current Assets and Prepaid Expenses | Other current assets and a prepaid expenses, consists of the following (in thousands): March 31, December 31, Deposits with vendors $ 14,118 $ 13,917 Foreign tax receivable 9,129 7,147 Prepayments 2,837 2,972 Foreign exchange forward 65 — Other 7 — Total $ 26,156 $ 24,036 |
Schedule of Property and Equipment, Net | Property and equipment, net, consi sts of the following (in thousands): March 31, December 31, (As Restated) Leasehold improvements $ 793 $ 793 AviClear devices 29,870 19,904 Office equipment and furniture 1,976 1,936 Machinery and equipment 5,802 5,106 Assets under construction 20,323 17,876 58,764 45,615 Less: Accumulated depreciation (6,548) (5,247) Property and equipment, net $ 52,216 $ 40,368 |
Schedule of Accrued Liabilities | As of March 31, 2023 and December 31, 2022, accrued liabilities c onsist of the following (in thousands): March 31, December 31, Bonus and payroll-related accruals $ 17,300 $ 18,951 Sales and marketing accruals 4,184 5,347 Liability for inventory in transit 8,597 7,028 Product warranty 3,154 3,254 Accrued sales tax 9,657 9,066 Other accrued liabilities 15,768 13,806 Total $ 58,660 $ 57,452 |
Product Warranty (Tables)
Product Warranty (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability Accrual | The following table provides the changes in the product warranty accrual for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended 2023 2022 Beginning Balance $ 3,254 $ 3,947 Add: Accruals for warranties issued during the period 1,016 1,462 Less: Settlements made during the period (1,116) (1,535) Ending Balance $ 3,154 $ 3,874 |
Deferred Revenue (Restated) (Ta
Deferred Revenue (Restated) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Service Contract Revenue | The following table provides changes in the deferred revenue balance for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended 2023 2022 (As Restated) Beginning balance $ 13,498 $ 10,825 Add: Payments received 6,045 4,864 Less: Revenue from current period sales (615) (458) Less: Revenue recognized from beginning balance (5,229) (4,167) Ending balance $ 13,699 $ 11,064 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-based Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity under the 2019 Plan | Activity under the Company's equity incentive plans is summarized as follows: Shares Balance, December 31, 2022 1,070,925 RSUs granted (36,541) Stock awards canceled / forfeited / expired 206,087 Options canceled / forfeited / expired 4,835 Balance, March 31, 2023 1,245,306 Options Outstanding Number of Weighted- Weighted Average Remaining Term Balance, December 31, 2022 513,935 $ 34.41 6.63 Options exercised (5,775) $ 18.93 Options canceled / forfeited / expired (4,835) $ 46.99 Balance, March 31, 2023 503,325 $ 34.47 5.29 Stock Awards Outstanding Number of Awards Outstanding Weighted Average Grant Date Fair Value per Share Balance, December 31, 2022 $ 906,211 $ 40.39 RSUs granted 36,541 $ 31.14 Awards released (168,525) $ 30.78 Stock awards canceled / forfeited / expired (206,268) $ 46.17 Balance, March 31, 2023 567,959 $ 40.54 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense by department recognized during the three months ended March 31, 2023 and 2022 was as follows (in thousands): Three Months Ended 2023 2022 Cost of revenue $ 364 $ 459 Sales and marketing 1,148 576 Research and development 693 980 General and administrative 1,181 2,028 Total stock-based compensation expense $ 3,386 $ 4,043 |
Net Loss Per Share (Restated) (
Net Loss Per Share (Restated) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss | The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data): Three Months Ended 2023 2022 Numerator: (As Restated) Net loss used in calculating net loss per share, basic $ (28,048) $ (15,142) Denominator: Weighted average shares of common stock outstanding used in computing net loss per share, basic 19,776 18,080 Dilutive effect of incremental shares and share equivalents: Convertible notes — — Options — — RSUs — — PSUs — — ESPP — — Weighted average shares of common stock outstanding used in computing net loss per share, diluted 19,776 18,080 Net loss per share: Net loss per share, basic $ (1.42) $ (0.84) Net loss per share, diluted $ (1.42) $ (0.84) |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | The following numbers of shares outstanding, prior to the application of the treasury stock method and the if-converted method, were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect (in thousands): Three Months Ended 2023 2022 Capped call 8,697 4,167 Convertible notes 8,697 4,167 Options to purchase common stock 503 485 Restricted stock units 370 526 Performance stock units 235 482 Employee stock purchase plan shares 52 32 Total 18,554 9,859 |
Leases (Restated) (Tables)
Leases (Restated) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows (in thousands): Leases Classification March 31, December 31, Assets Right-of-use assets Operating lease right-of-use assets $ 12,059 $ 12,831 Finance lease Property and equipment, net 1,535 1,606 Total leased assets $ 13,594 $ 14,437 Liabilities Classification March 31, December 31, Operating lease liabilities Operating lease liabilities, current Operating lease liabilities $ 2,722 $ 2,810 Operating lease liabilities, non-current Operating lease liabilities, net of current portion 10,652 11,352 Total Operating lease liabilities $ 13,374 $ 14,162 Finance lease liabilities Finance lease liabilities, current Accrued liabilities $ 480 $ 485 Finance lease liabilities, non-current Other long-term liabilities 675 825 Total Finance lease liabilities $ 1,155 $ 1,310 Weighted-average remaining lease term and discount rate, as of March 31, 2023, were as follows: Lease Term and Discount Rate March 31, 2023 Weighted-average remaining lease term (years) Operating leases 4.8 Finance leases 2.0 Weighted-average discount rate Operating leases 4.8 % Finance leases 6.2 % |
Schedule of Lease Costs | Lease costs during the three months ended March 31, 2023 and 2022 (in thousands) was as follows: Three Months Ended Lease costs Classification 2023 2022 Finance lease cost Amortization expense $ 150 $ 161 Finance lease cost Interest for finance lease $ 20 $ 21 Operating lease cost Operating lease expense $ 891 $ 915 Cash paid for amounts included in the measurement of lease liabilities during the three months ended March 31, 2023 and 2022 was as follows (in thousands): Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Classification 2023 2022 Operating cash flow Finance lease $ 20 $ 21 Financing cash flow Finance lease $ 124 $ 150 Operating cash flow Operating lease $ 699 $ 792 |
Schedule of Maturities of Facility Leases | Maturities of facility leases were as follows as of March 31, 2023 (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 2,489 2023 2,937 2024 2,934 2025 3,029 2026 3,132 2027 and thereafter 468 Total lease payments 14,989 Less: imputed interest 1,615 Present value of lease liabilities $ 13,374 |
Schedule of Minimum Finance Lease Payments | As of March 31, 2023, the Company was committed to minimum lease payments for vehicles leased under long-term non-cancelable finance leases as follows (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 402 2024 614 2025 263 2025 8 Total lease payments 1,287 Less: imputed interest 132 Present value of lease liabilities $ 1,155 |
Schedule of Operating Lease Income | The following table summarizes the amount of operating lease income included in product revenue in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended 2023 2022 (As Restated) AviClear operating lease license fee revenue $ 1,225 $ — AviClear operating lease revenue 2,703 — Total AviClear revenue $ 3,928 $ — |
Schedule of Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity | The following is the minimum future lease payments as of March 31, 2023, under non-cancelable operating leases, assuming the minimum contractual lease term (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ 2,463 2024 4,581 2025 2,119 Total AviClear revenue $ 9,163 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | The following table presents the outstanding principal amount and carrying value of the Company’s Convertible Notes (in thousands): March 31, December 31, Notes due in 2026 Outstanding principal amount $ 69,125 $ 69,125 Unamortized debt issuance costs (1,437) (1,553) Carrying Value $ 67,688 $ 67,572 Notes due in 2028 Outstanding principal amount $ 240,000 $ 240,000 Unamortized debt issuance costs (6,613) (6,908) Carrying Value $ 233,387 $ 233,092 Notes due in 2029 Outstanding principal amount $ 120,000 $ 120,000 Unamortized debt issuance costs (4,064) (4,205) Carrying Value $ 115,936 $ 115,795 Convertible notes, net $ 417,011 $ 416,459 |
Schedule of Components of the Loss on Debt Extinguishment | The table below presents the components of the Loss on debt extinguishment recorded in the Company's condensed consolidated statements of operations in the three months ended June 30, 2022 (amounts in thousands, except share and per share amounts): Shares issued for repurchase 1,354,348 Closing price of Cutera common stock on May 24, 2022 $ 41.31 Value of shares issued $ 55,948 Cash used for repurchase 45,776 Total shares and cash $ 101,724 2026 Note principal exchanged (69,125) 32,599 2026 Notes: Unamortized debt issuance costs on May 24, 2022 $ 3,648 Portion of 2026 Note principal exchanged 50 % 1,824 Loss on debt extinguishment $ 34,423 |
Segment Reporting (Restated) (T
Segment Reporting (Restated) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, Internal Performance Measure | The Company measures the financial results of its reportable segments using an internal performance measure that excludes certain non-cash and non-recurring expenses. Three Months Ended 2023 2022 (Dollars in thousands) (As Restated) Net revenue Cutera Core $ 50,598 $ 58,014 AviClear 3,928 — Total net revenue $ 54,526 $ 58,014 Income (loss) from operations Cutera Core $ (11,259) $ 4,350 AviClear (6,299) (8,155) Segment loss from operations (17,558) (3,805) Items not allocated to segments Stock-based compensation (3,386) (4,043) ERP implementation (518) (3,976) Depreciation and amortization (3,587) (1,079) Legal fees, severance, and other (1,552) (254) Consolidated loss from operations (26,601) (13,157) Interest and other expense, net (1,175) (1,752) Consolidated loss before income taxes $ (27,776) $ (14,909) Three Months Ended 2023 2022 Capital spending (As Restated) Cutera Core $ 73 $ 91 AviClear 10,280 230 Total segment capital spending 10,353 321 Corporate — — Total capital spending $ 10,353 $ 321 Total assets March 31, 2023 December 31, 2022 (As Restated) Cutera Core $ 166,932 $ 154,978 AviClear 60,719 47,406 Total segment assets 227,651 202,384 Corporate 268,928 318,604 Total assets $ 496,579 $ 520,988 |
Schedule of Revenue by Geography | The following table presents a summary of revenue by geography and product category for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended 2023 2022 Revenue mix by geography: (As Restated) North America $ 27,202 $ 28,853 Japan 12,908 17,503 Rest of the World, other than United States, Asia and Europe 14,416 11,658 Total consolidated revenue $ 54,526 $ 58,014 Revenue mix by product category: (As Restated) Systems $ 33,317 $ 36,514 AviClear 3,928 — Consumables 3,744 3,903 Skincare 8,132 11,649 Total product revenue 49,121 52,066 Service 5,405 5,948 Total consolidated revenue $ 54,526 $ 58,014 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Overstatement of inventory | $ (69,791) | $ (63,628) | |
Cost of revenue adjustment | 32,894 | $ 26,226 | |
Overstatement of property and equipment | $ (52,216) | $ (40,368) | |
Increase in loss per share, basic (in USD per share) | $ 1.42 | $ 0.84 | |
Increase in loss per share, diluted (in USD per share) | $ 1.42 | $ 0.84 | |
Provision for credit losses | $ 225 | $ 192 | |
Adjustments to net revenue, increase (decrease) | 54,526 | 58,014 | |
Overstatement of proceeds from maturities of marketable investments | (94,154) | 0 | |
Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue adjustment | 30,059 | 22,912 | |
Adjustments to net revenue, increase (decrease) | 49,121 | $ 52,066 | |
Physical Inventory Count Shortfall | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Overstatement of inventory | 1,200 | ||
Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Overstatement of inventory | 2,028 | ||
Cost of revenue adjustment | 2,828 | ||
Overstatement of property and equipment | $ 800 | ||
Increase in loss per share, basic (in USD per share) | $ 0.16 | ||
Increase in loss per share, diluted (in USD per share) | $ 0.16 | ||
Provision for credit losses | $ (263) | ||
Adjustments to net revenue, increase (decrease) | (467) | ||
Overstatement of proceeds from maturities of marketable investments | 846 | ||
Adjustments | Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue adjustment | 2,828 | ||
Adjustments to net revenue, increase (decrease) | (467) | ||
Adjustments | Physical Inventory Count Shortfall | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue adjustment | 1,200 | ||
Adjustments | Physical Inventory Count Shortfall | Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue adjustment | 1,200 | ||
Adjustments | AviClear Inventory Shortfall | Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue adjustment | 1,000 | ||
Adjustments | Field Inventory, Overstatement | Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Quarterly amortization | 400 | ||
Adjustments | Overstatement of Demonstration and Field Inventory | Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue adjustment | 400 | ||
Adjustments | AviClear Capitalized Labor Costs | Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue adjustment | 200 | ||
Adjustments | AviClear, Treatment Revenue Adjustment | Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Adjustments to net revenue, increase (decrease) | 700 | ||
Adjustments | AviClear, Sales And Lease Arrangement Adjustments | Total product revenue | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Adjustments to net revenue, increase (decrease) | (200) | ||
Adjustments | Provision For Credit Losses Associated With Other Receivables | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Provision for credit losses | 300 | ||
Adjustments | Classification Of Cash Interest Received | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Overstatement of proceeds from maturities of marketable investments | $ 800 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||||
Cash and cash equivalents | $ 166,828 | $ 145,924 | ||
Marketable investments | 100,823 | 171,390 | ||
Accounts receivable, net of allowance | 51,747 | 45,562 | ||
Inventories, net | 69,791 | 63,628 | ||
Other current assets and prepaid expenses | 26,156 | 24,036 | ||
Restricted cash | 700 | 700 | ||
Total current assets | 416,045 | 451,240 | ||
Property and equipment, net | 52,216 | 40,368 | ||
Deferred tax assets | 577 | 590 | ||
Goodwill | 1,339 | 1,339 | ||
Operating lease right-of-use assets | 12,059 | 12,831 | ||
Other long-term assets | 14,343 | 14,620 | ||
Total assets | 496,579 | 520,988 | ||
Current liabilities: | ||||
Accounts payable | 35,169 | 33,736 | ||
Accrued liabilities | 58,660 | 57,452 | ||
Operating lease liabilities | 2,722 | 2,810 | ||
Deferred revenue | 12,056 | 11,841 | ||
Total current liabilities | 108,607 | 105,839 | ||
Deferred revenue, net of current portion | 1,643 | 1,657 | ||
Operating lease liabilities, non-current | 10,652 | 11,352 | ||
Convertible notes, net of unamortized debt issuance costs | 417,011 | 416,459 | ||
Other long-term liabilities | 711 | 862 | ||
Total liabilities | 538,624 | 536,169 | ||
Stockholders’ deficit: | ||||
Common stock | 20 | 20 | ||
Additional paid-in capital | 126,504 | 125,406 | ||
Accumulated other comprehensive loss | (8) | (94) | ||
Accumulated deficit | (168,561) | (140,513) | ||
Total stockholders’ deficit | (42,045) | (15,181) | $ 43,160 | $ 56,569 |
Total liabilities and stockholders’ deficit | 496,579 | $ 520,988 | ||
As Reported | ||||
Current assets: | ||||
Cash and cash equivalents | 166,828 | |||
Marketable investments | 100,823 | |||
Accounts receivable, net of allowance | 52,138 | |||
Inventories, net | 71,819 | |||
Other current assets and prepaid expenses | 26,156 | |||
Restricted cash | 700 | |||
Total current assets | 418,464 | |||
Property and equipment, net | 53,016 | |||
Deferred tax assets | 577 | |||
Goodwill | 1,339 | |||
Operating lease right-of-use assets | 12,059 | |||
Other long-term assets | 14,343 | |||
Total assets | 499,798 | |||
Current liabilities: | ||||
Accounts payable | 35,169 | |||
Accrued liabilities | 58,660 | |||
Operating lease liabilities | 2,722 | |||
Deferred revenue | 12,243 | |||
Total current liabilities | 108,794 | |||
Deferred revenue, net of current portion | 1,643 | |||
Operating lease liabilities, non-current | 10,652 | |||
Convertible notes, net of unamortized debt issuance costs | 417,011 | |||
Other long-term liabilities | 711 | |||
Total liabilities | 538,811 | |||
Stockholders’ deficit: | ||||
Common stock | 20 | |||
Additional paid-in capital | 126,504 | |||
Accumulated other comprehensive loss | (8) | |||
Accumulated deficit | (165,529) | |||
Total stockholders’ deficit | (39,013) | |||
Total liabilities and stockholders’ deficit | 499,798 | |||
Adjustments | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | |||
Marketable investments | 0 | |||
Accounts receivable, net of allowance | (391) | |||
Inventories, net | (2,028) | |||
Other current assets and prepaid expenses | 0 | |||
Restricted cash | 0 | |||
Total current assets | (2,419) | |||
Property and equipment, net | (800) | |||
Deferred tax assets | 0 | |||
Goodwill | 0 | |||
Operating lease right-of-use assets | 0 | |||
Other long-term assets | 0 | |||
Total assets | (3,219) | |||
Current liabilities: | ||||
Accounts payable | 0 | |||
Accrued liabilities | 0 | |||
Operating lease liabilities | 0 | |||
Deferred revenue | (187) | |||
Total current liabilities | (187) | |||
Deferred revenue, net of current portion | 0 | |||
Operating lease liabilities, non-current | 0 | |||
Convertible notes, net of unamortized debt issuance costs | 0 | |||
Other long-term liabilities | 0 | |||
Total liabilities | (187) | |||
Stockholders’ deficit: | ||||
Common stock | 0 | |||
Additional paid-in capital | 0 | |||
Accumulated other comprehensive loss | 0 | |||
Accumulated deficit | (3,032) | |||
Total stockholders’ deficit | (3,032) | |||
Total liabilities and stockholders’ deficit | $ (3,219) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Income Statement (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net revenue: | ||
Total net revenue | $ 54,526 | $ 58,014 |
Cost of revenue: | ||
Total cost of revenue | 32,894 | 26,226 |
Gross profit | 21,632 | 31,788 |
Operating expenses: | ||
Sales and marketing | 29,512 | 24,944 |
Research and development | 6,468 | 6,499 |
General and administrative | 12,253 | 13,502 |
Total operating expenses | 48,233 | 44,945 |
Loss from operations | (26,601) | (13,157) |
Interest and other expense, net: | ||
Amortization of debt issuance costs | (552) | (219) |
Interest on convertible notes | (2,939) | (778) |
Interest income (expense), net | 2,479 | (144) |
Other expense, net | (163) | (611) |
Total interest and other expense, net | (1,175) | (1,752) |
Loss before income taxes | (27,776) | (14,909) |
Income tax expense | 272 | 233 |
Net loss | $ (28,048) | $ (15,142) |
Net loss per share: | ||
Basic (USD per share) | $ (1.42) | $ (0.84) |
Diluted (USD per share) | $ (1.42) | $ (0.84) |
Weighted-average number of shares used in per share calculations: | ||
Basic (in shares) | 19,776 | 18,080 |
Diluted (in shares) | 19,776 | 18,080 |
As Reported | ||
Net revenue: | ||
Total net revenue | $ 54,993 | |
Cost of revenue: | ||
Total cost of revenue | 30,066 | |
Gross profit | 24,927 | |
Operating expenses: | ||
Sales and marketing | 29,512 | |
Research and development | 6,468 | |
General and administrative | 12,516 | |
Total operating expenses | 48,496 | |
Loss from operations | (23,569) | |
Interest and other expense, net: | ||
Amortization of debt issuance costs | (552) | |
Interest on convertible notes | (2,939) | |
Interest income (expense), net | 2,479 | |
Other expense, net | (163) | |
Total interest and other expense, net | (1,175) | |
Loss before income taxes | (24,744) | |
Income tax expense | 272 | |
Net loss | $ (25,016) | |
Net loss per share: | ||
Basic (USD per share) | $ (1.26) | |
Diluted (USD per share) | $ (1.26) | |
Weighted-average number of shares used in per share calculations: | ||
Basic (in shares) | 19,776 | |
Diluted (in shares) | 19,776 | |
Adjustments | ||
Net revenue: | ||
Total net revenue | $ (467) | |
Cost of revenue: | ||
Total cost of revenue | 2,828 | |
Gross profit | (3,295) | |
Operating expenses: | ||
Sales and marketing | 0 | |
Research and development | 0 | |
General and administrative | (263) | |
Total operating expenses | (263) | |
Loss from operations | (3,032) | |
Interest and other expense, net: | ||
Amortization of debt issuance costs | 0 | |
Interest on convertible notes | 0 | |
Interest income (expense), net | 0 | |
Other expense, net | 0 | |
Total interest and other expense, net | 0 | |
Loss before income taxes | (3,032) | |
Income tax expense | 0 | |
Net loss | $ (3,032) | |
Net loss per share: | ||
Basic (USD per share) | $ (0.16) | |
Diluted (USD per share) | $ (0.16) | |
Weighted-average number of shares used in per share calculations: | ||
Basic (in shares) | 19,776 | |
Diluted (in shares) | 19,776 | |
Total product revenue | ||
Net revenue: | ||
Total net revenue | $ 49,121 | $ 52,066 |
Cost of revenue: | ||
Total cost of revenue | 30,059 | 22,912 |
Total product revenue | As Reported | ||
Net revenue: | ||
Total net revenue | 49,588 | |
Cost of revenue: | ||
Total cost of revenue | 27,231 | |
Total product revenue | Adjustments | ||
Net revenue: | ||
Total net revenue | (467) | |
Cost of revenue: | ||
Total cost of revenue | 2,828 | |
Service | ||
Net revenue: | ||
Total net revenue | 5,405 | 5,948 |
Cost of revenue: | ||
Total cost of revenue | 2,835 | $ 3,314 |
Service | As Reported | ||
Net revenue: | ||
Total net revenue | 5,405 | |
Cost of revenue: | ||
Total cost of revenue | 2,835 | |
Service | Adjustments | ||
Net revenue: | ||
Total net revenue | 0 | |
Cost of revenue: | ||
Total cost of revenue | $ 0 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (28,048) | $ (15,142) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 3,386 | 4,043 |
Depreciation and amortization | 1,409 | 427 |
Amortization of contract acquisition costs | 2,178 | 652 |
Amortization of debt issuance costs | 552 | 219 |
Deferred tax assets | 13 | 41 |
Provision for credit losses | 225 | 192 |
Loss on sale of property and equipment | 0 | 14 |
Unrealized gain on foreign exchange forward | (623) | 0 |
Accretion of discount on investment securities and investment income, net | (34) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (6,410) | (1,912) |
Inventories | (6,163) | (12,177) |
Other current assets and prepaid expenses | (2,053) | (5,611) |
Other long-term assets | (2,011) | (385) |
Accounts payable | (1,330) | 5,755 |
Accrued liabilities | 1,706 | (5,989) |
Operating leases, net | (16) | 30 |
Deferred revenue | 201 | 239 |
Net cash used in operating activities | (37,018) | (29,604) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (10,353) | (321) |
Proceeds from maturities of marketable investments | 94,154 | 0 |
Purchase of marketable investments | (23,467) | (74,058) |
Net cash provided by (used in) investing activities | 60,334 | (74,379) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and employee stock purchase plan | 109 | 151 |
Taxes paid related to net share settlement of equity awards | (2,397) | (2,450) |
Payments on finance lease obligations | (124) | (150) |
Net cash used in financing activities | (2,412) | (2,449) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 20,904 | (106,432) |
Cash, cash equivalents, and restricted cash at beginning of period | 146,624 | 164,864 |
Cash, cash equivalents, and restricted cash at end of period | 167,528 | 58,432 |
Supplemental non-cash investing and financing activities: | ||
Assets acquired under finance lease | 33 | 57 |
Assets acquired under operating lease | 57 | 320 |
Acquisition of property and equipment | 6,894 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 778 | 1,577 |
Income tax paid | 483 | $ 1,100 |
As Reported | ||
Cash flows from operating activities: | ||
Net loss | (25,016) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 3,386 | |
Depreciation and amortization | 1,409 | |
Amortization of contract acquisition costs | 2,178 | |
Amortization of debt issuance costs | 552 | |
Deferred tax assets | 13 | |
Provision for credit losses | 488 | |
Unrealized gain on foreign exchange forward | (623) | |
Accretion of discount on investment securities and investment income, net | (880) | |
Changes in assets and liabilities: | ||
Accounts receivable | (7,064) | |
Inventories | (8,191) | |
Other current assets and prepaid expenses | (2,053) | |
Other long-term assets | (2,011) | |
Accounts payable | (1,330) | |
Accrued liabilities | 1,706 | |
Operating leases, net | (16) | |
Deferred revenue | 388 | |
Net cash used in operating activities | (37,064) | |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (11,153) | |
Proceeds from maturities of marketable investments | 95,000 | |
Purchase of marketable investments | (23,467) | |
Net cash provided by (used in) investing activities | 60,380 | |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and employee stock purchase plan | 109 | |
Taxes paid related to net share settlement of equity awards | (2,397) | |
Payments on finance lease obligations | (124) | |
Net cash used in financing activities | (2,412) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 20,904 | |
Cash, cash equivalents, and restricted cash at beginning of period | 146,624 | |
Cash, cash equivalents, and restricted cash at end of period | 167,528 | |
Supplemental non-cash investing and financing activities: | ||
Assets acquired under finance lease | 33 | |
Assets acquired under operating lease | 57 | |
Acquisition of property and equipment | 6,894 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 778 | |
Income tax paid | 483 | |
Adjustments | ||
Cash flows from operating activities: | ||
Net loss | (3,032) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 0 | |
Depreciation and amortization | 0 | |
Amortization of contract acquisition costs | 0 | |
Amortization of debt issuance costs | 0 | |
Deferred tax assets | 0 | |
Provision for credit losses | (263) | |
Unrealized gain on foreign exchange forward | 0 | |
Accretion of discount on investment securities and investment income, net | 846 | |
Changes in assets and liabilities: | ||
Accounts receivable | 654 | |
Inventories | 2,028 | |
Other current assets and prepaid expenses | 0 | |
Other long-term assets | 0 | |
Accounts payable | 0 | |
Accrued liabilities | 0 | |
Operating leases, net | 0 | |
Deferred revenue | (187) | |
Net cash used in operating activities | 46 | |
Cash flows from investing activities: | ||
Acquisition of property and equipment | 800 | |
Proceeds from maturities of marketable investments | (846) | |
Purchase of marketable investments | 0 | |
Net cash provided by (used in) investing activities | (46) | |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and employee stock purchase plan | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | |
Payments on finance lease obligations | 0 | |
Net cash used in financing activities | 0 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | |
Cash, cash equivalents, and restricted cash at beginning of period | 0 | |
Cash, cash equivalents, and restricted cash at end of period | 0 | |
Supplemental non-cash investing and financing activities: | ||
Assets acquired under finance lease | 0 | |
Assets acquired under operating lease | 0 | |
Acquisition of property and equipment | 0 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | |
Income tax paid | 0 | |
Adjustments | Provision For Credit Losses Associated With Other Receivables | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Provision for credit losses | $ 300 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | Mar. 31, 2023 USD ($) country | Dec. 31, 2022 USD ($) |
Capitalized Contract Cost [Line Items] | ||
Number of countries in which entity operates | country | 37 | |
Other Noncurrent Assets | Capitalized Cloud Computing Set-up Cost | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract costs | $ 3.7 | $ 3.3 |
Mobilization Costs | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, accumulated amortization | 1.8 | |
Deferred Commission Costs | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, accumulated amortization | $ 1 |
Cash, Cash Equivalents and Ma_3
Cash, Cash Equivalents and Marketable Investments - Summary of Cash and Cash Equivalents and Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||||
Cash and cash equivalents | $ 166,828 | $ 145,924 | ||
Restricted cash | 700 | 700 | ||
Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows | 167,528 | 146,624 | $ 58,432 | $ 164,864 |
Amortized cost | 171,484 | |||
Total amortized cost | 100,831 | 171,484 | ||
Gross unrealized gains | 133 | 8 | ||
Gross unrealized losses | (141) | (102) | ||
Fair market value | 171,390 | |||
Total fair market value | 268,351 | 318,014 | ||
Marketable investments - U.S. Treasury | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Amortized cost | 100,831 | |||
Gross unrealized gains | 133 | 8 | ||
Gross unrealized losses | (141) | $ (102) | ||
Fair market value | $ 100,823 |
Cash, Cash Equivalents and Ma_4
Cash, Cash Equivalents and Marketable Investments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Debt securities, available-for-sale, unrealized loss | $ 0 | $ 0.1 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair market value | $ 171,390 | |||
Convertible Senior Notes Due 2026 | Convertible notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate | 2.25% | 2.25% | ||
Convertible Senior Notes Due 2028 | Convertible notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate | 2.25% | |||
Convertible Senior Notes Due 2029 | Convertible notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate | 4% | 4% | ||
Level 1 | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair market value | $ 100,823 | $ 171,390 | ||
Total | 194,954 | 197,798 | ||
Level 1 | Fair Value, Recurring | Foreign exchange forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets: | 0 | |||
Derivative liabilities: | 0 | |||
Level 2 | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair market value | 0 | 0 | ||
Total | 65 | |||
Total | (558) | |||
Level 2 | Fair Value, Recurring | Foreign exchange forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets: | 65 | |||
Derivative liabilities: | (558) | |||
Money market funds | Level 1 | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents: | 94,131 | 26,408 | ||
Money market funds | Level 2 | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents: | $ 0 | $ 0 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments Settlement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative [Line Items] | ||
Unrealized gain | $ 623 | $ 0 |
Foreign exchange forward | ||
Derivative [Line Items] | ||
Gross notional amount | 5,557 | |
Fair value | 65 | |
Unrealized gain | $ 394 |
Balance Sheet Details (Restat_3
Balance Sheet Details (Restated) - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 42,243 | $ 36,323 |
Work in process | 1,416 | 2,117 |
Finished goods | 26,132 | 25,188 |
Total | $ 69,791 | $ 63,628 |
Balance Sheet Details (Restat_4
Balance Sheet Details (Restated) - Schedule of Other Current Assets and Prepaid Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deposits with vendors | $ 14,118 | $ 13,917 |
Foreign tax receivable | 9,129 | 7,147 |
Prepayments | 2,837 | 2,972 |
Foreign exchange forward | 65 | 0 |
Other | 7 | 0 |
Total | $ 26,156 | $ 24,036 |
Balance Sheet Details (Restat_5
Balance Sheet Details (Restated) - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 58,764 | $ 45,615 |
Less: Accumulated depreciation | (6,548) | (5,247) |
Property and equipment, net | 52,216 | 40,368 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 793 | 793 |
AviClear devices | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,870 | 19,904 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,976 | 1,936 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,802 | 5,106 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 20,323 | $ 17,876 |
Balance Sheet Details (Restat_6
Balance Sheet Details (Restated) - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Bonus and payroll-related accruals | $ 17,300 | $ 18,951 |
Sales and marketing accruals | 4,184 | 5,347 |
Liability for inventory in transit | 8,597 | 7,028 |
Product warranty | 3,154 | 3,254 |
Accrued sales tax | 9,657 | 9,066 |
Other accrued liabilities | 15,768 | 13,806 |
Total | $ 58,660 | $ 57,452 |
Product Warranty - Summary of W
Product Warranty - Summary of Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning Balance | $ 3,254 | $ 3,947 |
Add: Accruals for warranties issued during the period | 1,016 | 1,462 |
Less: Settlements made during the period | (1,116) | (1,535) |
Ending Balance | $ 3,154 | $ 3,874 |
Deferred Revenue (Restated) - N
Deferred Revenue (Restated) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred revenue balance, amount | $ 13,700 | |||
Contract with customer, liability | 13,699 | $ 11,064 | $ 13,498 | $ 10,825 |
Costs for extended service contracts | $ 1,600 | $ 1,700 | ||
Minimum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Extended service contract term | 1 year | |||
Maximum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Extended service contract term | 3 years | |||
Service | Minimum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Extended service contract term | 1 year | |||
Service | Maximum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Extended service contract term | 3 years | |||
Deferred License Fee | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with customer, liability | $ 2,900 | $ 2,300 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred revenue balance, percentage | 88% | |||
Expected timing of satisfaction, period | 12 months |
Deferred Revenue (Restated) - S
Deferred Revenue (Restated) - Summary of Deferred Service Contract Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 13,498 | $ 10,825 |
Add: Payments received | 6,045 | 4,864 |
Less: Revenue from current period sales | (615) | (458) |
Less: Revenue recognized from beginning balance | (5,229) | (4,167) |
Ending balance | $ 13,699 | $ 11,064 |
Revenue (Restated) - Narrative
Revenue (Restated) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Typical payment receipt, period post shipment | 30 days | |||
Training provided with sale of system, period | 180 days | |||
Contract with customer, liability | $ 13,699 | $ 11,064 | $ 13,498 | $ 10,825 |
Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Extended service contract term | 1 year | |||
Capitalized costs, expected period of benefit | 2 years | |||
Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Extended service contract term | 3 years | |||
Capitalized costs, expected period of benefit | 3 years | |||
Sales and marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Amortization expense | $ 600 | $ 800 | ||
Other Assets | ||||
Disaggregation of Revenue [Line Items] | ||||
Capitalized contract costs | $ 3,400 | 3,800 | ||
Service | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Extended service contract term | 1 year | |||
Service | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Extended service contract term | 3 years | |||
Loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract with customer, liability | $ 200 | $ 300 | ||
Skincare | Japan | ||||
Disaggregation of Revenue [Line Items] | ||||
Sale of third-party product, warranty period | 90 days | |||
Transferred over Time | Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from performance obligations transferred to customers, percent | 11% | 7% |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock-based Compensation Expense - Activity Of Options Outstanding Under the 2019 Plans (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Shares Available for Grant | ||
Beginning balance (in shares) | 1,070,925 | |
Stock awards canceled / forfeited / expired (in shares) | 206,087 | |
Options canceled / forfeited / expired (in shares) | (4,835) | |
Ending balance (in shares) | 1,245,306 | 1,070,925 |
Number of Stock Options Outstanding | ||
Beginning balance (in shares) | 513,935 | |
Options exercised (in shares) | (5,775) | |
Options canceled / forfeited / expired (in shares) | (4,835) | |
Ending balance (in shares) | 503,325 | 513,935 |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 34.41 | |
Options exercised (in dollars per share) | 18.93 | |
Options canceled / forfeited / expired (in dollars per share) | 46.99 | |
Ending balance (in dollars per share) | $ 34.47 | $ 34.41 |
Weighted Average Remaining Term (in Years) | ||
Weighted average remaining term (in years) | 5 years 3 months 14 days | 6 years 7 months 17 days |
RSUs | ||
Shares Available for Grant | ||
RSUs granted (in shares) | (36,541) |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock-based Compensation Expense - Activity of Stock Awards Outstanding Under the 2019 Plans (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Awards Outstanding | |
Stock awards canceled / forfeited / expired (in shares) | (206,087) |
Stock awards | |
Number of Awards Outstanding | |
Beginning balance (in shares) | 906,211 |
Awards released (in shares) | (168,525) |
Stock awards canceled / forfeited / expired (in shares) | (206,268) |
Ending balance (in shares) | 567,959 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 40.39 |
Awards released (in dollars per share) | $ / shares | 30.78 |
Stock awards canceled / forfeited / expired (in dollars per share) | $ / shares | 46.17 |
Ending balance (in dollars per share) | $ / shares | $ 40.54 |
RSUs | |
Number of Awards Outstanding | |
RSUs granted (in shares) | 36,541 |
Weighted Average Grant Date Fair Value per Share | |
RSUs granted (in dollars per share) | $ / shares | $ 31.14 |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock-based Compensation Expense - Stock-based Compensation Expense By Department (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 3,386 | $ 4,043 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 364 | 459 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,148 | 576 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 693 | 980 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 1,181 | $ 2,028 |
Net Loss Per Share (Restated) -
Net Loss Per Share (Restated) - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Convertible Senior Notes Due 2026 | Convertible notes | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Debt convertible to common shares (in shares) | 8,696,792 |
Net Loss Per Share (Restated)_2
Net Loss Per Share (Restated) - Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss used in calculating net loss per share, basic | $ (28,048) | $ (15,142) |
Denominator: | ||
Weighted average shares of common stock outstanding used in computing net (loss) income per share, basic (in shares) | 19,776 | 18,080 |
Dilutive effect of incremental shares and share equivalents: | ||
Weighted average shares of common stock outstanding used in computing net (loss) income per share, diluted (in shares) | 19,776 | 18,080 |
Net loss per share: | ||
Net (loss) income per share, basic (USD per share) | $ (1.42) | $ (0.84) |
Net (loss) income per share, diluted (USD per share) | $ (1.42) | $ (0.84) |
Convertible notes | ||
Dilutive effect of incremental shares and share equivalents: | ||
Dilutive effect of share-based payment arrangements (in shares) | 0 | 0 |
Options | ||
Dilutive effect of incremental shares and share equivalents: | ||
Dilutive effect of share-based payment arrangements (in shares) | 0 | 0 |
RSUs | ||
Dilutive effect of incremental shares and share equivalents: | ||
Dilutive effect of share-based payment arrangements (in shares) | 0 | 0 |
PSUs | ||
Dilutive effect of incremental shares and share equivalents: | ||
Dilutive effect of share-based payment arrangements (in shares) | 0 | 0 |
ESPP | ||
Dilutive effect of incremental shares and share equivalents: | ||
Dilutive effect of share-based payment arrangements (in shares) | 0 | 0 |
Net Loss Per Share (Restated)_3
Net Loss Per Share (Restated) - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 18,554 | 9,859 |
Capped call | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 8,697 | 4,167 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 8,697 | 4,167 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 503 | 485 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 370 | 526 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 235 | 482 |
Employee stock purchase plan shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 52 | 32 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 272 | $ 233 |
Leases (Restated) - Narrative (
Leases (Restated) - Narrative (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) lease_term | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating leases renewal terms (up to) | 5 years | ||
Finance leases renewal terms (up to) | 5 years | ||
Lease term (in years) | 3 years | ||
Duration of autorenewal features | 1 year | ||
Number of consecutive lease terms | lease_term | 2 | ||
Sales and marketing | |||
Lessee, Lease, Description [Line Items] | |||
Amortization expense | $ 0.6 | $ 0.8 | |
AviClear Device | |||
Lessee, Lease, Description [Line Items] | |||
Cloud computing arrangement expected contract renewals (in years) | 7 years | ||
Capitalized Cloud Computing Set-up Cost | Other Noncurrent Assets | |||
Lessee, Lease, Description [Line Items] | |||
Capitalized contract costs | $ 3.7 | $ 3.3 | |
Capitalized Cloud Computing Set-up Cost | Sales and marketing | |||
Lessee, Lease, Description [Line Items] | |||
Amortization expense | 1 | 0 | |
Lease installment costs | Other Noncurrent Assets | |||
Lessee, Lease, Description [Line Items] | |||
Capitalized contract costs | 1.8 | $ 1.4 | |
Lease installment costs | Sales and marketing | |||
Lessee, Lease, Description [Line Items] | |||
Amortization expense | $ 0.5 | $ 0 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms of operating leases | 1 year | ||
Remaining lease terms of finance leases | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms of operating leases | 10 years | ||
Remaining lease terms of finance leases | 10 years |
Leases (Restated) - Supplementa
Leases (Restated) - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Right-of-use assets | $ 12,059 | $ 12,831 |
Finance lease | $ 1,535 | $ 1,606 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Total leased assets | $ 13,594 | $ 14,437 |
Operating lease liabilities | ||
Operating lease liabilities, current | 2,722 | 2,810 |
Operating lease liabilities, non-current | 10,652 | 11,352 |
Present value of lease liabilities | 13,374 | 14,162 |
Finance lease liabilities | ||
Finance lease liabilities, current | $ 480 | $ 485 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Finance lease liabilities, non-current | $ 675 | $ 825 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Total Finance lease liabilities | $ 1,155 | $ 1,310 |
Leases (Restated) - Lease Costs
Leases (Restated) - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Finance lease cost, Amortization expense | $ 150 | $ 161 |
Finance lease cost, Interest for finance lease | 20 | 21 |
Operating lease cost | $ 891 | $ 915 |
Leases (Restated) - Cash Paid f
Leases (Restated) - Cash Paid for Amounts Included in the Measurement of Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flow, Finance lease | $ 20 | $ 21 |
Financing cash flow, Finance lease | 124 | 150 |
Operating cash flow, Operating lease | $ 699 | $ 792 |
Leases (Restated) - Maturities
Leases (Restated) - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 2,489 | |
2023 | 2,937 | |
2024 | 2,934 | |
2025 | 3,029 | |
2026 | 3,132 | |
2027 and thereafter | 468 | |
Total lease payments | 14,989 | |
Less: imputed interest | 1,615 | |
Present value of lease liabilities | $ 13,374 | $ 14,162 |
Leases (Restated) - Maturitie_2
Leases (Restated) - Maturities of Finance Leases Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 402 | |
2024 | 614 | |
2025 | 263 | |
2025 | 8 | |
Total lease payments | 1,287 | |
Less: imputed interest | 132 | |
Present value of lease liabilities | $ 1,155 | $ 1,310 |
Leases (Restated) - Lease Infor
Leases (Restated) - Lease Information (Details) | Mar. 31, 2023 |
Weighted-average remaining lease term (years) | |
Operating leases | 4 years 9 months 18 days |
Finance leases | 2 years |
Weighted-average discount rate | |
Operating leases | 4.80% |
Finance leases | 6.20% |
Leases (Restated) - Operating L
Leases (Restated) - Operating Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AviClear Operating Lease License Fee Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Operating lease income | $ 1,225 | $ 0 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total net revenue | Total net revenue |
AviClear Operating Lease Recurring Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Operating lease income | $ 2,703 | $ 0 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total net revenue | Total net revenue |
AviClear Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Operating lease income | $ 3,928 | $ 0 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total net revenue | Total net revenue |
Leases (Restated) - Non-cancell
Leases (Restated) - Non-cancellable Operating Lease Income (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 2,463 |
2024 | 4,581 |
2025 | 2,119 |
Total AviClear revenue | $ 9,163 |
Contingencies - Narrative (Deta
Contingencies - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Accrued litigation liabilities | $ 0.8 | $ 0.5 |
Debt - Outstanding Debt and Car
Debt - Outstanding Debt and Carrying Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 01, 2022 |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ (12,114) | $ (12,666) | |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Carrying Value | 417,011 | 416,459 | |
Convertible Senior Notes Due 2026 | Convertible notes | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | 69,125 | 69,125 | |
Unamortized debt issuance costs | (1,437) | (1,553) | |
Carrying Value | 67,688 | 67,572 | $ 69,100 |
Convertible Senior Notes Due 2028 | Convertible notes | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | 240,000 | 240,000 | |
Unamortized debt issuance costs | (6,613) | (6,908) | |
Carrying Value | 233,387 | 233,092 | |
Convertible Senior Notes Due 2029 | Convertible notes | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | 120,000 | 120,000 | |
Unamortized debt issuance costs | (4,064) | (4,205) | |
Carrying Value | $ 115,936 | $ 115,795 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jul. 09, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares | May 31, 2022 USD ($) day $ / shares $ / item shares | Mar. 31, 2021 USD ($) day $ / shares $ / item | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Jun. 01, 2022 USD ($) | May 24, 2022 $ / shares | Mar. 04, 2021 $ / shares | |
Debt Instrument [Line Items] | ||||||||||
Interest on Convertible notes | $ 2,939,000 | $ 778,000 | ||||||||
Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock price (in USD per share) | $ / shares | $ 41.31 | |||||||||
Convertible Senior Notes Due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt, conversion ratio | 0.0301427 | |||||||||
Stock price (in USD per share) | $ / shares | $ 26.02 | |||||||||
Cap price (in USD per per share) | $ / item | 45.535 | |||||||||
Premium over stock price (percent) | 75% | |||||||||
Capped-call transaction term, consecutive trading days | day | 40 | |||||||||
Purchase of capped call | $ 16,100,000 | |||||||||
Convertible Senior Notes Due 2026 | Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 33.18 | |||||||||
Convertible Senior Notes Due 2028 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt, conversion ratio | 0.018986 | |||||||||
Stock price (in USD per share) | $ / shares | 41.31 | |||||||||
Cap price (in USD per per share) | $ / item | 82.62 | |||||||||
Premium over stock price (percent) | 100% | |||||||||
Capped-call transaction term, consecutive trading days | day | 40 | |||||||||
Purchase of capped call | $ 32,000,000 | |||||||||
Convertible Senior Notes Due 2028 | Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 52.67 | |||||||||
Loan and Security Agreement | Silicon Valley Bank | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5% | |||||||||
Debt instrument term | 4 years | |||||||||
Maximum borrowing capacity | $ 30,000,000 | |||||||||
Qualifying accounts receivable | 80% | |||||||||
Commitment fee amount | $ 300,000 | |||||||||
Anniversary fee amount | 300,000 | |||||||||
Quarterly minimum revenue | $ 90,000,000 | |||||||||
Loan and Security Agreement | Silicon Valley Bank | Revolving Credit Facility | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
Convertible Senior Notes Due 2029 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock price (in USD per share) | $ / shares | $ 49.66 | |||||||||
Cap price (in USD per per share) | $ / item | 99.21 | |||||||||
Premium over stock price (percent) | 100% | |||||||||
Capped-call transaction term, consecutive trading days | day | 40 | |||||||||
Purchase of capped call | $ 25,100,000 | |||||||||
Convertible Senior Notes Due 2029 | Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 58,350 | $ 58,350 | ||||||||
Convertible notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying amount | $ 416,459,000 | 417,011,000 | $ 416,459,000 | |||||||
Interest on Convertible notes | 3,500,000 | $ 1,000,000 | ||||||||
Convertible notes | Convertible Senior Notes Due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued | $ 138,300,000 | |||||||||
Carrying amount of convertible debt | $ 69,100,000 | |||||||||
Interest rate | 2.25% | 2.25% | ||||||||
Proceeds from convertible notes, net of unamortized debt issuance costs | $ 133,600,000 | |||||||||
Cash exchanged | $ 45,776,000 | |||||||||
Payment of accrued interest | 300,000 | |||||||||
Extinguishment of debt | $ 69,125,000 | |||||||||
Shares issued in debt conversion (in shares) | shares | 1,354,348 | |||||||||
Carrying amount | 67,572,000 | $ 67,688,000 | 67,572,000 | $ 69,100,000 | ||||||
Redemption threshold percentage of stock price trigger | 130% | |||||||||
Redemption threshold trading days | day | 20 | |||||||||
Redemption threshold consecutive trading days | day | 30 | |||||||||
Redemption price, percentage | 100% | |||||||||
Required outstanding amount not subject to redemption | $ 50,000,000 | |||||||||
Portion of 2026 Note principal exchanged | $ 1,824,000 | |||||||||
Effective interest rate during period | 2.98% | |||||||||
Convertible notes | Convertible Senior Notes Due 2026 | Occurrence of Fundamental Change | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage | 100% | |||||||||
Incremental repurchase amount | $ 1,000 | |||||||||
Convertible notes | Convertible Senior Notes Due 2026 | Level 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt at fair value | $ 68,400,000 | |||||||||
Convertible notes | Convertible Senior Notes Due 2026, First Conversion Trigger | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion threshold trading days | day | 20 | |||||||||
Threshold Consecutive trading days | day | 30 | |||||||||
Conversion threshold percentage of stock price trigger | 130% | |||||||||
Convertible notes | Convertible Senior Notes Due 2026, Second Conversion Trigger | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion threshold trading days | day | 5 | |||||||||
Threshold Consecutive trading days | day | 5 | |||||||||
Conversion threshold percentage of stock price trigger | 98% | |||||||||
Convertible notes | Convertible Senior Notes Due 2028 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued | $ 240,000,000 | |||||||||
Interest rate | 2.25% | |||||||||
Proceeds from convertible notes, net of unamortized debt issuance costs | $ 232,400,000 | |||||||||
Additional principal | $ 10,000,000 | |||||||||
Carrying amount | 233,092,000 | $ 233,387,000 | 233,092,000 | |||||||
Redemption threshold percentage of stock price trigger | 130% | |||||||||
Redemption threshold trading days | day | 20 | |||||||||
Redemption threshold consecutive trading days | day | 30 | |||||||||
Redemption price, percentage | 100% | |||||||||
Required outstanding amount not subject to redemption | $ 100,000,000 | |||||||||
Effective interest rate during period | 2.82% | |||||||||
Convertible notes | Convertible Senior Notes Due 2028 | Occurrence of Fundamental Change | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage | 100% | |||||||||
Incremental repurchase amount | $ 1,000 | |||||||||
Convertible notes | Convertible Senior Notes Due 2028 | Voce Capital Management LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued | $ 230,000,000 | |||||||||
Convertible notes | Convertible Senior Notes Due 2028 | Level 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt at fair value | $ 180,400,000 | |||||||||
Convertible notes | Convertible Senior Notes Due 2028, First Conversion Trigger | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion threshold trading days | day | 20 | |||||||||
Threshold Consecutive trading days | day | 30 | |||||||||
Redemption threshold percentage of stock price trigger | 130% | |||||||||
Convertible notes | Convertible Senior Notes Due 2028, Second Conversion Trigger | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion threshold trading days | day | 5 | |||||||||
Threshold Consecutive trading days | day | 5 | |||||||||
Conversion threshold percentage of stock price trigger | 98% | |||||||||
Convertible notes | Convertible Senior Notes Due 2029 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued | $ 120,000,000 | $ 120,000,000 | ||||||||
Interest rate | 4% | 4% | 4% | |||||||
Proceeds from convertible notes, net of unamortized debt issuance costs | $ 115,800,000 | |||||||||
Convertible debt, conversion ratio | 0.0171378 | |||||||||
Carrying amount | $ 115,795,000 | $ 115,936,000 | $ 115,795,000 | |||||||
Required outstanding amount not subject to redemption | $ 100,000,000 | |||||||||
Effective interest rate during period | 4.63% | |||||||||
Convertible notes | Convertible Senior Notes Due 2029 | Level 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt at fair value | $ 87,200,000 |
Debt - Components of the Loss o
Debt - Components of the Loss on Debt Extinguishment (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
May 31, 2022 | May 24, 2022 | Mar. 04, 2021 | |
Common Stock | |||
Extinguishment of Debt [Line Items] | |||
Stock price (in USD per share) | $ 41.31 | ||
Convertible Senior Notes Due 2026 | |||
Extinguishment of Debt [Line Items] | |||
Stock price (in USD per share) | $ 26.02 | ||
Convertible Senior Notes Due 2026 | Convertible notes | |||
Extinguishment of Debt [Line Items] | |||
Shares issued in debt conversion (in shares) | 1,354,348 | ||
Value of shares issued | $ 55,948 | ||
Cash exchanged | 45,776 | ||
Total shares and cash | 101,724 | ||
Extinguishment of debt | (69,125) | ||
Net proceeds | 32,599 | ||
Unamortized debt issuance costs | $ 3,648 | ||
Portion of 2026 Note principal exchanged | 50% | ||
Portion of 2026 Note principal exchanged | $ 1,824 | ||
Loss on debt extinguishment | $ 34,423 |
Segment Reporting (Restated) -
Segment Reporting (Restated) - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 country | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting (Restated) _2
Segment Reporting (Restated) - Financial Results By Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Total net revenue | $ 54,526 | $ 58,014 | |
Operating Income (Loss) | (26,601) | (13,157) | |
Total stock-based compensation expense | (3,386) | (4,043) | |
ERP implementation | (518) | (3,976) | |
Depreciation and amortization | (3,587) | (1,079) | |
Legal fees, severance, and other | (1,552) | (254) | |
Consolidated loss from operations | (26,601) | (13,157) | |
Interest and other expense, net | (1,175) | (1,752) | |
Consolidated loss before income taxes | (27,776) | (14,909) | |
Capital Spending | 10,353 | 321 | |
Assets | 496,579 | $ 520,988 | |
Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenue | 54,526 | 58,014 | |
Operating Income (Loss) | (17,558) | (3,805) | |
Capital Spending | 10,353 | 321 | |
Assets | 227,651 | 202,384 | |
Corporate, Non-Segment | |||
Disaggregation of Revenue [Line Items] | |||
Capital Spending | 0 | 0 | |
Assets | 268,928 | 318,604 | |
Cutera Core | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenue | 50,598 | 58,014 | |
Operating Income (Loss) | (11,259) | 4,350 | |
Capital Spending | 73 | 91 | |
Assets | 166,932 | 154,978 | |
AviClear | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenue | 3,928 | 0 | |
Operating Income (Loss) | (6,299) | (8,155) | |
Capital Spending | 10,280 | $ 230 | |
Assets | $ 60,719 | $ 47,406 |
Segment Reporting (Restated) _3
Segment Reporting (Restated) - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 54,526 | $ 58,014 |
Total product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 49,121 | 52,066 |
Systems | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 33,317 | 36,514 |
AviClear | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 3,928 | 0 |
Consumables | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 3,744 | 3,903 |
Skincare | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 8,132 | 11,649 |
Service | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 5,405 | 5,948 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 27,202 | 28,853 |
Japan | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 12,908 | 17,503 |
Rest of the World, other than United States, Asia and Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 14,416 | $ 11,658 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Apr. 30, 2023 USD ($) |
Subsequent Event [Line Items] | |
Employees retention term | 18 months |
Sales Personnel | |
Subsequent Event [Line Items] | |
Accrued retention, amount | $ 10 |
Non-Sales Personnel | |
Subsequent Event [Line Items] | |
Accrued retention, amount | $ 3 |