8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): January 9, 2017

ATRICURE, INC.

(Exact name of registrant as specified in charter)

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

7555 Innovation Way Mason, OH	45040
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (513) 755-4100

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.Results of Operations and Financial Condition.

On January 9, 2017,  AtriCure, Inc.(“AtriCure” or the “Company”) issued a press release announcing its preliminary financial results for the fourth quarter and full year ended December  31, 2016. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 7.01.Regulation FD Disclosure.

During the week of January 9, 2017, the Company is holding meetings with investors discussing, among other topics, an overview of the Company’s business and growth strategy. A copy of the investor presentation, which is available at www.atricure.com, is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

The Company’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. The Company’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are useful to investors because the non-GAAP financial measures provide investors with a basis for comparing the results to financial results from prior periods.

Information in the presentation contains forward-looking statements regarding future events and performance of the Company. All such forward-looking statements are based largely on the Company’s experience and perception of current conditions, trends, expected future developments and other factors, and on management’s expectations, and are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, those factors described in the presentation and in the Company’s filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise.

The information in each of Item 2.02 and Item 7.01 of this Form 8-K and in the press release attached as Exhibit 99.1 and the presentation attached as Exhibit 99.2 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 each of Item 2.02 and Item 7.01 of this Form 8-K and each of Exhibit 99.1 and Exhibit 99.2 shall not be incorporated by reference in any filing (whether made before or after the date hereof) or any other document under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing or document.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press Release dated January 9, 2017

99.2Investor Presentation

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:	January 9, 2017	By:	/s/ M. Andrew Wade
			M. Andrew Wade
			Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

For immediate release

January 9, 2017

AtriCure Announces Preliminary Results for Fourth Quarter and Full Year 2016

MASON, Ohio,January 9, 2017 – AtriCure, Inc.  (Nasdaq: ATRC), a leading innovator in treatments for atrial fibrillation (Afib) and left atrial appendage (LAA) management, today announcedpreliminary financial results for the fourth quarter and full year 2016 and provided 2017 financial guidance.

Preliminary and unaudited revenue for fourth quarter 2016 is expected to be approximately $41.2 million, reflecting growth of approximately 15% over the fourth quarter of 2015. Based on this preliminary estimate, revenue from U.S. customers is expected to be $32.7 million, reflecting growth of 13%. Expectations of U.S. revenue by product category are as follows: open chest ablation of $14.6 million, growth of 1%;  minimally invasive (MIS) ablationof $8.9 million, growth of 25%;  AtriClip system of  $8.4 million, growth of 26%; and valve instrumentation revenue of approximately $0.7 million.

Revenue from international customers is expected to be approximately $8.5 million, an increase of 22% as reported and 23% on a constant currency basis.

Preliminary revenue for full year 2016 is expected to be $155.1 million, reflecting growth of approximately 20% over full year 2015.The Adjusted EBITDA loss (a non-GAAP measure consistently calculated as in previous releases) for the full year 2016 is currently estimated to be less than the previously communicated range of $12 to $14 million.AtriCure will provide a reconciliation of this non-GAAP measure to the related GAAP measure in therelease of final 2016 results.

“Our fourth quarter sales results were marked by mixed performance – weak U.S. Open sales were partially offset by robust  U.S. Clip and Epi-Sensesales results as well as solid international sales. We are disappointed with the softness in our U.S. Open sales performance which was not attributable to any one factor.  We will continue to investigate the dynamics of our U.S. Open sales performance, both internal and external, to forecast with greater accuracy.  However, we donot believe there have been any fundamental changes in the market opportunity,” said Mike Carrel, President and Chief Executive Officer of AtriCure. “At the same time, we are excited about the uptickin our Clip and MIS sales results.”

Mr. Carrel continued, “Our revenue guidance for 2017 reflects continued strength in our U.S. MIS and Clip franchisesand our U.S. Open business growth remaining in the single digits. Additionally, we  have a clear line of sight tosignificant bottom line improvement in 2017 and remain confident in our expectation for EBITDA profitability for full year 2018.”

The Society for Thoracic Surgeons Updates Guidelines

The Society for Thoracic Surgeons recently updated itsguidelines for the surgical treatment of Afib. Most notable is the elevation of surgical ablation for Afib to a Class 1 recommendation at the time of mitral valve surgery, aortic valve surgery, and coronary artery bypass grafting.

Mr. Carrel noted, “This reflects increasing adoption of surgical ablation techniques for the treatment of Afib and is a result of the large body of scientific evidence showing that concomitant surgical ablation is safe and effective.  We believe this is a significant advancement for the concomitant treatment of Afib, and we are committed to driving further adoption of Afib treatment globally and serving this under-penetrated market.”  

2017 Financial Guidance

Management projects 2017 revenue growth of approximately 13% to 15% over full year 2016 at current exchange rates.

Adjusted EBITDA, a non-GAAP measure, is projected to be a loss in the range of $4 to $6 million for 2017.  Net loss per share is expected to be in the range of $0.88 to $0.96.  The Company continues to expect positive adjusted EBITDA for full year 2018.

AboutAtriCure

AtriCure, Inc. is a medical device company that provides innovative solutions designed to decrease the global Afib epidemic. AtriCure’s Isolator® Synergy™ Ablation System is the first and only surgical device approved for the treatment of persistent and longstanding persistent forms of Afib in patients undergoing certain open concomitant procedures. AtriCure’s AtriClip® Left Atrial Appendage Management (LAAM) exclusion device is the most widely sold device worldwide that is indicated for the occlusion of the left atrial appendage. AtriCure believes electrophysiologists and cardiothoracic surgeons are adopting its technologies for the treatment of Afib and reduction of Afib related complications. Afib affects more than 33 million people worldwide. 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. 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/fls as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors. We do not undertake to update our forward-looking statements. This document also includes forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.

CONTACTS:

Andy Wade

AtriCure, Inc.

Senior Vice President and Chief Financial Officer

(513) 755-4564

awade@atricure.com

Lynn Pieper Lewis

Gilmartin Group

Investor Relations

(415) 937-5402

lynn@gilmartinir.com

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EX-99.2