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November 4, 2022
Rohan Seth
Chief Financial Officer
CUTERA INC
3240 Bayshore Blvd.
Brisbane , California 94005
Re: CUTERA INC
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed March 1, 2022
Form 8-K Filed
February 22, 2022
File No. 000-50644
Dear Rohan Seth:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K Filed February 22, 2022
Exhibit 99.1
1. We note your
presentation of Adjusted EBITDA excluding the Acne/AviClear Program
costs. Please tell us
how you determined that the Acne/AviClear Program costs are not
normal operating costs
and are consistent with Question 100.01 of the Non-GAAP
Compliance and
Disclosure Interpretations. As part of your response, provide us with an
explanation of what
these costs represent and where the costs are recognized in the
Consolidated Statements
of Operations.
2. We note your reference
to several adjustments to arrive at non-GAAP financial measures
as non-recurring, such
as separation costs and legal and litigation costs. Please revise
your disclosures to
only characterize those adjustments that have not occurred in multiple
periods and/or are not
reasonably likely to recur within two years. Refer to Rule 100(b) of
Rohan Seth
CUTERA INC
November 4, 2022
Page 2
Regulation G for guidance.
3. We note your presentation of non-GAAP Condensed Consolidated
Statements of
Operations for each period presented. Please remove this presentation
and reconcile each
non-GAAP measure used by management separately to the most comparable
GAAP
measure. Refer to Question 102.10 of the Non-GAAP Compliance and
Disclosure
Interpretations for guidance.
4. We note that your non-GAAP tax rate for fiscal year 2021 was only
8.8%, as compared to
your GAAP tax rate for fiscal year 2021 was 39.1%. We further note
that you recognized
three-year cumulative non-GAAP net income versus three-year cumulate
GAAP net loss.
As such, please tell us how your non-GAAP tax rate is consistent with
Question 102.11 of
the Non-GAAP Compliance and Disclosure Interpretations, which states
current and
deferred income tax expense [should be] commensurate with the non-GAAP
measure of
profitability .
5. Please include a reconciliation of Adjusted EBITDA for all periods for
which the amount
is disclosed rather than the most recent period(s). Refer to Item
10(e)(1)(i)(b) of
Regulation S-K for guidance.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Tracey Houser at 202-551-3736 or Jeanne Baker at
202-551-3691 with
any questions.
Sincerely,
FirstName LastNameRohan Seth
Division of
Corporation Finance
Comapany NameCUTERA INC
Office of
Industrial Applications and
November 4, 2022 Page 2 Services
FirstName LastName