8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 21, 2023

AtriCure, Inc.

(Exact name of registrant as specified in charter)

Delaware	000-51470	34-1940305
(State or other jurisdiction of<br><br>incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7555 Innovation Way, Mason OH 45040

(Address of Principal Executive Offices, and Zip Code)

(513) 755-4100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 par value	ATRC	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02.    Results of Operations and Financial Condition.

On February 21, 2023, AtriCure, Inc. issued a press release regarding its financial results for the fourth quarter and full-year ended December 31, 2022. The Company will hold a conference call on February 21, 2023 at 4:30 p.m. Eastern Time to discuss the financial results. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in Item 2.02 of Form 8-K and in the press release attached as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Form 8-K and Exhibit 99.1 shall not be incorporated by reference in any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing or document.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

No.	Description
99.1	Press Release dated February 21, 2023 relating to financial results for the fourth quarter and full year ended December 31, 2022
104	Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ATRICURE, INC.
Dated:	February 21, 2023	By:	/s/ Angela L. Wirick
			Angela L. Wirick
			Chief Financial Officer

Document

Exhibit 99.1

For immediate release

February 21, 2023

AtriCure Reports Fourth Quarter 2022 and Full Year 2022 Financial Results

•2022 Worldwide revenue of $330.4 million – an increase of 20.4% year over year

•2022 U.S. revenue of $277.2 million – an increase of 21.0% year over year

•2022 International revenue of $53.2 million – an increase of 17.7% in 2022

MASON, Ohio, February 21, 2023 – AtriCure, Inc. (Nasdaq: ATRC), a leading innovator in surgical treatments and therapies for atrial fibrillation (Afib), left atrial appendage (LAA) management and post-operative pain management, today announced fourth quarter 2022 and full year 2022 financial results.

“We delivered another outstanding year of growth in 2022, as we expanded adoption across our broad portfolio of solutions. I am incredibly proud of the dedication of our team to our mission of improving patient lives, which led to an impact on over 100,000 patients around the globe in 2022,” said Michael Carrel, President and Chief Executive Officer of AtriCure. “We begin 2023 with an unrelenting determination to execute against the significant market opportunities in front of us while also achieving operating leverage, building upon the foundation we have created over the last decade with a long-term, growth mindset.”

Fourth Quarter 2022 Financial Results

Revenue for the fourth quarter 2022 was $88.0 million, an increase of 20.2% (an increase of 21.5% on a constant currency basis) over fourth quarter 2021 revenue. U.S. revenue was $73.9 million, an increase of $12.7 million or 20.7%, compared to fourth quarter 2021 revenue. U.S. revenue reflected strong growth across our open ablation, pain management and appendage management product lines, driven by sales of our EnCompass® clamp, cryoSPHERE® and AtriClip® Flex⋅V® products. International revenue increased $2.1 million or 17.8% (an increase of 25.4% on a constant currency basis) to $14.1 million, reflecting growth in appendage management and open ablation franchises. On a sequential basis, worldwide revenue for the fourth quarter 2022 increased approximately 5.7% over third quarter 2022.

Gross profit for the fourth quarter 2022 was $65.1 million compared to $55.0 million for the fourth quarter 2021. Gross margin was 74.0% and 75.1% for the fourth quarters 2022 and 2021, reflecting changes in product and geographic mix, as well as inflationary pressure. Loss from operations for the fourth quarter 2022 was $4.1 million, compared to $12.5 million for the fourth quarter 2021, reflecting strong revenue growth and improving leverage of our operating costs. Basic and diluted net loss per share was $0.09 for the fourth quarter 2022, compared to $0.30 for the fourth quarter 2021.

Adjusted EBITDA was positive for the fourth quarter 2022 at $6.0 million, compared to negative $2.1 million for fourth quarter of 2021. Adjusted loss per share for the fourth quarter 2022 was $0.09 compared to $0.30 for the fourth quarter 2021.

Constant currency revenue, adjusted EBITDA and adjusted loss per share are non-GAAP measures. We discuss these non-GAAP measures and provide reconciliations to GAAP measures later in this release.

2022 Financial Results

Revenue for 2022 was $330.4 million, an increase of $56.1 million or 20.4% (an increase of 21.8% on a constant currency basis), compared to 2021 revenue. U.S. revenue increased 21.0% to $277.2 million. International revenue was $53.2 million, an increase of $8.0 million or 17.7% (an increase of 25.7% on a constant currency basis). Gross profit for 2022 was $245.9 million compared to $205.9 million for 2021, and gross margin decreased to 74.4% for 2022 compared to 75.0% for 2021.

Loss from operations for 2022 was $42.7 million, compared to income from operations of $55.2 million for 2021. Income from operations in 2021 includes a $184.8 million credit to operating expenses for the change in fair value of contingent consideration, offset partially by a $82.3 million intangible asset impairment charge for the IPR&D asset associated with the aMAZE™ trial. Basic and diluted net loss per share was $1.02 for 2022, compared to basic and diluted income per share of $1.11 and $1.09, respectively, for 2021.

Adjusted EBITDA was negative $2.2 million for 2022, compared to negative $8.8 million for 2021. The adjusted loss per share for 2022 was $1.02 compared to an adjusted loss per share of $1.16 for 2021.

2023 Financial Guidance

Full year 2023 revenue is projected to be approximately $380 million to $387 million, reflecting growth of approximately 15% to 17% over full year 2022. Full year 2023 adjusted EBITDA is expected to break even, with improvements annually thereafter. Full year 2023 adjusted loss per share is expected to be in the range of $1.14 to $1.19.

Conference Call

AtriCure will host a conference call at 4:30 p.m. Eastern Time on Tuesday, February 21, 2023, to discuss its fourth quarter 2022 and full year 2022 financial results. To access the webcast, please visit the Investors page of AtriCure’s corporate website at https://ir.atricure.com/events-and-presentations/events. Participants are encouraged to register more than 15 minutes before the webcast start time. A replay of the presentation will be available for 90 days following the presentation.

About AtriCure

AtriCure, Inc. provides innovative technologies for the treatment of Afib and related conditions. Afib affects more than 37 million people worldwide. Electrophysiologists and cardiothoracic surgeons around the globe use AtriCure technologies for the treatment of Afib and reduction of Afib related complications. AtriCure’s Isolator® Synergy™ Ablation System is the first medical device to receive FDA approval for the treatment of persistent Afib. AtriCure’s AtriClip® Left Atrial Appendage Exclusion System products are the most widely sold LAA management devices worldwide. AtriCure’s Hybrid AF™ Therapy is a minimally invasive procedure that provides a lasting solution for long-standing persistent Afib patients. AtriCure’s cryoICE cryoSPHERE® probe is cleared for temporary ablation of peripheral nerves to block pain, providing pain relief in cardiac and thoracic procedures. For more information, visit AtriCure.com or follow us on Twitter @AtriCure.

Forward-Looking Statements

This press release contains “forward-looking statements”– that is, statements related to future events that by their nature address

matters that are uncertain. This press release also includes forward-looking projected financial information that is based on

current estimates and forecasts. Actual results could differ materially. For details on the uncertainties that may cause our actual

results to be materially different than those expressed in our forward-looking statements, visit http://www.atricure.com/forward-looking-statements as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors. Except where otherwise noted, the information contained in this release is as of February 21, 2023. We assume no obligation to update any forward-looking statements contained in this release and the related attachment as a result of new information or future events or developments, except as may be required by law.

Use of Non-GAAP Financial Measures

To supplement AtriCure’s condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, AtriCure provides certain non-GAAP financial measures in this release as supplemental financial metrics.

Revenue reported on a constant currency basis is a non-GAAP measure, calculated by applying previous period foreign currency exchange rates, which are determined by the average daily Euro to Dollar exchange rate, to each of the comparable periods. Management analyzes revenue on a constant currency basis to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on revenue, the Company believes that evaluating growth in revenue on a constant currency basis provides an additional and meaningful assessment of revenue to both management and investors.

Adjusted EBITDA is calculated as net (loss) income before other income/expense (including interest), income tax expense, depreciation and amortization expense, share-based compensation expense, acquisition costs, legal settlement costs, impairment of intangible asset and change in fair value of contingent consideration liabilities. Management believes in order to properly understand short-term and long-term financial trends, investors may wish to consider the impact of these excluded items in addition to GAAP measures. The excluded items vary in frequency and/or impact on our continuing results of operations and management believes that the excluded items are typically not reflective of our ongoing core business operations and financial condition. Further, management uses adjusted EBITDA for both strategic and annual operating planning. A reconciliation of adjusted EBITDA reported in this release to the most comparable GAAP measure for the respective periods appears in the table captioned “Reconciliation of Non-GAAP Adjusted Income (Loss) (Adjusted EBITDA)” later in this release.

Adjusted (loss) income per share is a non-GAAP measure which calculates the net (loss) income per share before non-cash adjustments in fair value of contingent consideration liabilities, impairment of intangible asset and legal settlement costs. A

reconciliation of adjusted (loss) income per share reported in this release to the most comparable GAAP measure for the respective periods appears in the table captioned “Reconciliation of Non-GAAP Adjusted Loss Per Share” later in this release.

The non-GAAP financial measures used by AtriCure may not be the same or calculated in the same manner as those used and calculated by other companies. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for AtriCure’s financial results prepared and reported in accordance with GAAP. We urge investors to review the reconciliation of these non-GAAP financial measures to the comparable GAAP financials measures included in this press release, and not to rely on any single financial measure to evaluate our business.

CONTACTS:

Angie Wirick

AtriCure, Inc.

Chief Financial Officer

(513) 755-5334

awirick@atricure.com

Lynn Lewis or Marissa Bych

Gilmartin Group

Investor Relations

(415) 937-5402

lynn@gilmartinir.com

marissa@gilmartinir.com

ATRICURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended<br>December 31,				Twelve Months Ended<br>December 31,
	2022		2021		2022		2021
United States Revenue:
Open ablation	$	23,506	$	17,561	$	86,119	$	72,396
Minimally invasive ablation	9,707		11,303		38,553		39,380
Pain management	11,240		6,927		39,974		22,787
Total ablation	44,453		35,791		164,646		134,563
Appendage management	29,435		25,424		112,555		94,568
Total United States	73,888		61,215		277,201		229,131
International Revenue:
Open ablation	7,424		6,544		26,809		23,194
Minimally invasive ablation	1,737		1,711		5,986		6,409
Pain management	183		39		558		61
Total ablation	9,344		8,294		33,353		29,664
Appendage management	4,796		3,709		19,825		15,534
Total International	14,140		12,003		53,178		45,198
Total revenue	88,028		73,218		330,379		274,329
Cost of revenue	22,915		18,202		84,439		68,469
Gross profit	65,113		55,016		245,940		205,860
Operating expenses (benefit):
Research and development expenses	13,748		13,808		57,337		48,506
Selling, general and administrative expenses	55,501		53,710		231,272		204,649
Change in fair value of contingent consideration	—		—		—		(184,800)
Intangible asset impairment	—		—		—		82,300
Total operating expenses	69,249		67,518		288,609		150,655
(Loss) income from operations	(4,136)		(12,502)		(42,669)		55,205
Other income (expense), net	87		(1,186)		(3,529)		(4,818)
(Loss) income before income tax expense	(4,049)		(13,688)		(46,198)		50,387
Income tax expense	121		53		268		188
Net (loss) income	$	(4,170)	$	(13,741)	$	(46,466)	$	50,199
Basic net (loss) income per share	$	(0.09)	$	(0.30)	$	(1.02)	$	1.11
Diluted net (loss) income per share	$	(0.09)	$	(0.30)	$	(1.02)	$	1.09
Weighted average shares used in computing net (loss) income per share:
Basic	45,912		45,331		45,740		45,066
Diluted	45,912		45,331		45,740		46,039

ATRICURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)

	December 31,<br>2022		December 31,<br>2021
Assets
Current assets:
Cash, cash equivalents, and short-term investments	$	121,113	$	119,090
Accounts receivable, net	42,693		33,021
Inventories	45,931		38,964
Prepaid and other current assets	5,477		5,001
Total current assets	215,214		196,076
Long-term investments	51,509		104,338
Property and equipment, net	38,833		31,409
Operating lease right-of-use assets	3,787		4,761
Goodwill and intangible assets, net	274,120		277,773
Other noncurrent assets	1,985		955
Total assets	$	585,448	$	615,312
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$	52,920	$	54,689
Other current liabilities and current maturities of debt and leases	5,472		1,756
Total current liabilities	58,392		56,445
Long-term debt	56,834		59,741
Finance lease liabilities	9,147		10,082
Operating lease liabilities	3,095		4,068
Contingent consideration and other noncurrent liabilities	1,226		1,220
Total liabilities	128,694		131,556
Stockholders' equity:
Common stock	47		46
Additional paid-in capital	787,422		764,811
Accumulated other comprehensive loss	(4,096)		(948)
Accumulated deficit	(326,619)		(280,153)
Total stockholders' equity	456,754		483,756
Total liabilities and stockholders' equity	$	585,448	$	615,312

ATRICURE, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS

(In Thousands)

(Unaudited)

Reconciliation of Non-GAAP Adjusted Income (Loss) (Adjusted EBITDA)

	Three Months Ended<br>December 31,				Twelve Months Ended<br>December 31,
	2022		2021		2022		2021
Net (loss) income, as reported	$	(4,170)	$	(13,741)	$	(46,466)	$	50,199
Income tax expense	121		53		268		188
Other income (expense), net	(87)		1,186		3,529		4,818
Depreciation and amortization expense	2,919		2,833		11,710		10,441
Share-based compensation expense	7,197		7,539		28,771		28,078
Change in fair value of contingent consideration	—		—		—		(184,800)
Intangible asset impairment	—		—		—		82,300
Non-GAAP adjusted income (loss) (adjusted EBITDA)	$	5,980	$	(2,130)	$	(2,188)	$	(8,776)

Reconciliation of Non-GAAP Adjusted Loss Per Share

	Three Months Ended<br>December 31,				Twelve Months Ended<br>December 31,
	2022		2021		2022		2021
Net (loss) income, as reported	$	(4,170)	$	(13,741)	$	(46,466)	$	50,199
Change in fair value of contingent consideration	—		—		—		(184,800)
Intangible asset impairment	—		—		—		82,300
Non-GAAP adjusted net loss	$	(4,170)	$	(13,741)	$	(46,466)	$	(52,301)
Basic and diluted adjusted net loss per share	$	(0.09)	$	(0.30)	$	(1.02)	$	(1.16)
Weighted average shares used in computing adjusted net loss per share
Basic and diluted	45,912		45,331		45,740		45,066