UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period to .
Commission file number: 000-50644
CUTERA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 77-0492262 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
3240 Bayshore Blvd., Brisbane, California 94005
(Address of principal executive offices)
(415) 657-5500
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of Registrants common stock issued and outstanding as of May 10, 2004 was 10,693,082.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2004
INDEX
| Page | ||||
| Part I. |
||||
| Item 1. |
||||
| Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 |
4 | |||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 | ||
| Item 3. |
24 | |||
| Item 4. |
24 | |||
| Part II. |
||||
| Item 1. |
25 | |||
| Item 2. |
25 | |||
| Item 6. |
26 | |||
| 27 | ||||
2
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the U.S. federal securities laws that involve risks and uncertainties. Certain statements contained in this report are not purely historical including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future that are forward-looking. These statements include those discussed in Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, including Liquidity and Capital Resources, and Factors That May Affect Future Results, and elsewhere in this report. These statements include statements concerning projected revenues, international revenues, expenses, gross profit, income, product development and market acceptance of our products.
In this report, the words anticipate, believe, expect, intend, future, and similar expressions also identify forward-looking statements. Our actual results could differ materially from those forward-looking statements contained in this report as a result of a number of risk factors including, but not limited to, those set forth in the section entitled Factors That May Affect Future Results and elsewhere in this report. You should carefully consider these risks, in addition to the other information in this report and in our other filings with the SEC, including the Companys final prospectus filed with the SEC on March 31, 2004. All forward-looking statements and reasons why results may differ included in this report are made as of the date of this report, and we assume no obligation to update any such forward-looking statement or reason why such results might differ.
3
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
| March 31, 2004 |
December 31, 2003 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 10,978 | $ | 10,290 | ||||
| Restricted cash |
250 | 250 | ||||||
| Accounts receivable, net |
6,683 | 7,597 | ||||||
| Inventory |
2,786 | 2,239 | ||||||
| Current portion of deferred tax asset |
2,042 | 1,699 | ||||||
| Other current assets |
1,051 | 879 | ||||||
| Total current assets |
23,790 | 22,954 | ||||||
| Property and equipment, net |
884 | 734 | ||||||
| Intangibles, net |
439 | 453 | ||||||
| Deferred tax asset, net of current portion |
46 | 57 | ||||||
| Total assets |
$ | 25,159 | $ | 24,198 | ||||
| Liabilities, Redeemable Convertible Preferred Stock and Stockholders Equity |
||||||||
| Liabilities: |
||||||||
| Accounts payable |
$ | 2,220 | $ | 1,915 | ||||
| Accrued liabilities |
6,253 | 5,709 | ||||||
| Deferred revenue |
1,033 | 1,125 | ||||||
| Total current liabilities |
9,506 | 8,749 | ||||||
| Deferred rent |
312 | | ||||||
| Deferred revenue, net of current portion |
289 | 202 | ||||||
| Total liabilities |
10,107 | 8,951 | ||||||
| Commitments and contingencies (Note 7) |
||||||||
| Redeemable convertible preferred stock |
7,372 | 7,372 | ||||||
| Stockholders equity: |
||||||||
| Common stock |
5 | 2 | ||||||
| Subscription receivable |
(40,362 | ) | | |||||
| Additional paid-in capital |
47,048 | 7,579 | ||||||
| Deferred stock-based compensation |
(3,414 | ) | (3,888 | ) | ||||
| Retained earnings |
4,403 | 4,182 | ||||||
| Total stockholders equity |
7,680 | 7,875 | ||||||
| Total liabilities and stockholders equity |
$ | 25,159 | $ | 24,198 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months Ended March 31, |
|||||||
| 2004 |
2003 |
||||||
| Net revenue |
$ | 11,580 | $ | 6,596 | |||
| Cost of revenue(1) |
3,647 | 2,233 | |||||
| Gross profit |
7,933 | 4,363 | |||||
| Operating expenses: |
|||||||
| Sales and marketing |
4,279 | 2,489 | |||||
| Research and development |
959 | 751 | |||||
| General and administrative |
2,069 | 1,082 | |||||
| Amortization of deferred stock compensation (1) |
321 | 178 | |||||
| Total operating expenses |
7,628 | 4,500 | |||||
| Income (loss) from operations |
305 | (137 | ) | ||||
| Interest and other income, net |
58 | 18 | |||||
| Income (loss) before income taxes |
363 | (119 | ) | ||||
| Provision (benefit) for income taxes |
142 | (47 | ) | ||||
| Net income (loss) |
$ | 221 | $ | (72 | ) | ||
| Net income (loss) per share: |
|||||||
| Basic |
$ | 0.10 | $ | (0.04 | ) | ||
| Diluted |
$ | 0.02 | $ | (0.04 | ) | ||
| Weighted-average number of shares used in per share calculations: |
|||||||
| Basic |
2,292 | 2,000 | |||||
| Diluted |
9,411 | 2,000 | |||||
(1) Amortization of deferred stock compensation related to: |
|||||||
| Cost of revenue |
$ | 51 | $ | 42 | |||
| Operating expenses: |
|||||||
| Sales and marketing |
83 | 28 | |||||
| Research and development |
99 | 72 | |||||
| General and administrative |
139 | 78 | |||||
| $ | 321 | $ | 178 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | 221 | $ | (72 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
123 | 90 | ||||||
| Allowance for doubtful accounts |
52 | | ||||||
| Stock based compensation |
372 | 220 | ||||||
| Change in deferred tax asset |
(332 | ) | | |||||
| Tax benefit related to employee stock options |
56 | | ||||||
| Loss on disposal of assets |
104 | 1 | ||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
862 | (1,057 | ) | |||||
| Inventory |
(547 | ) | (459 | ) | ||||
| Other current assets |
(1,042 | ) | 1 | |||||
| Accounts payable |
305 | 337 | ||||||
| Accrued liabilities |
544 | (765 | ) | |||||
| Deferred rent |
312 | | ||||||
| Deferred revenue |
(5 | ) | 323 | |||||
| Net cash provided by (used in) operating activities |
1,025 | (1,381 | ) | |||||
| Cash flows used in investing activities: |
||||||||
| Acquisition of property and equipment |
(363 | ) | (196 | ) | ||||
| Net cash used in investing activities |
(363 | ) | (196 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from exercise of stock options |
26 | 51 | ||||||
| Net cash provided by financing activities |
26 | 51 | ||||||
| Net increase (decrease) in cash and cash equivalents |
688 | (1,526 | ) | |||||
| Cash and cash equivalents at beginning of period |
10,290 | 8,276 | ||||||
| Cash and cash equivalents at end of period |
$ | 10,978 | $ | 6,750 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Deferred stock-based compensation |
$ | 102 | $ | 33 | ||||
| Cash paid for taxes |
$ | 524 | $ | 213 | ||||
| Subscription receivable for common stock |
$ | 40,362 | $ | | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The condensed consolidated financial statements include the accounts of Cutera, Inc. (the Company), a Delaware corporation, and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
While the financial information furnished is unaudited, the condensed consolidated financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for the fair presentation of the results of operations for the interim periods covered and of the financial condition of the Company at the date of the interim balance sheet. The results for interim periods are not necessarily indicative of the results for the entire year. The condensed consolidated balance sheet at December 31, 2003 has been derived from the audited financial statements at that date. The condensed consolidated financial statements should be read in conjunction with the Companys financial statements and the notes thereto included in the Companys final prospectus filed with the SEC on March 31, 2004.
2. Initial Public Offering
On March 30, 2004, the Company completed its initial public offering and sold 3.1 million shares of its common stock at a price of $14.00 per share (before underwriting discounts). At the closing of the offering on April 5, 2004, all of the Companys convertible preferred stock converted to common stock.
3. Accounting for Stock-Based Compensation
The Company accounts for stock-based employee compensation arrangements using the intrinsic value method and has adopted the disclosure-only provisions of SFAS No.123 Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. The Company is required to disclose the pro forma effects on operating results as if it had elected to use the fair value approach to account for all its stock-based employee compensation plans. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force (EITF) No. 96-18, Accounting for Equity Instruments That Are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Equity instruments issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustment as the underlying equity instruments vest. Non-employee stock-based compensation charges are amortized over the vesting period, on a straight-line basis.
The following table illustrates the effect on net income (loss) if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation arrangements (in thousands, except per share data):
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Net income (loss), as reported |
$ | 221 | $ | (72 | ) | |||
| Add: Stock-based employee compensation expense included in reported net income (loss), net of related tax effects |
296 | 219 | ||||||
| Less: Total stock-based employee compensation determined under fair-valued based method for all awards, net of related tax effects |
(469 | ) | (314 | ) | ||||
| Pro forma net income (loss) |
48 | (167 | ) | |||||
| Basic net income (loss) per share: |
||||||||
| As reported |
$ | 0.10 | $ | (0.04 | ) | |||
| Pro forma |
$ | 0.02 | $ | (0.08 | ) | |||
| Diluted net income (loss) per share: |
||||||||