8-K

UNITED STATES

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): April 27, 2023

PROCEPT BIOROBOTICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-40797	26-0199180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

900 Island Drive

Redwood City, California 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 232-7200

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:

☐ 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))

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, $0.00001 par value per share	PRCT	The Nasdaq Stock Market LLC

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   ☐

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.  ☐

Item 2.02 Results of Operations and Financial Condition

On April 27, 2023, PROCEPT BioRobotics Corporation (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K (including Exhibit 99.1) 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, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of PROCEPT BioRobotics Corporation, dated April 27, 2023
104	Cover Page Interactive Data File, formatted in Inline XBRL.

SIGNATURES

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

	PROCEPT BIOROBOTICS CORPORATION
Date: April 27, 2023	By:	/s/ Alaleh Nouri
		Alaleh Nouri
		Chief Legal Officer and Secretary

EX-99.1

PROCEPT BioRobotics Reports First Quarter 2023 Financial Results and Increases 2023 Revenue Guidance

REDWOOD CITY, Calif., April 27, 2023 -- PROCEPT® BioRobotics Corporation (Nasdaq: PRCT) (the “Company”), a surgical robotics company focused on advancing patient care by developing transformative solutions in urology, today reported unaudited financial results for the quarter ended March 31, 2023.

Recent Highlights

•Total revenue of $24.4 million for the first quarter of 2023, an increase of 72% compared to the prior year period in 2022

•U.S. handpiece and consumables revenue of $11.8 million for the first quarter of 2023, an increase of 165% compared to the prior year period in 2022

•U.S. system and rental revenue of $8.8 million for the first quarter of 2023, an increase of 13% compared to the prior year period in 2022

•Increased fiscal year 2023 total revenue guidance to $128.0 million

•Received positive coverage policy decision from United Healthcare, effective June 1, 2023

•Signed national sales contract with largest U.S. IDN on April 1, 2023

“We are very pleased with this strong start to 2023, particularly utilization within our growing U.S. install base and the increase of new accounts entering our capital pipeline,” said Reza Zadno, Chief Executive Officer. “We achieved a number of important milestones in the first quarter of 2023 that will continue to allow us to execute against our long-term growth plan, including expanding payor coverage and signing a national contract with a key strategic IDN. Our recent commercial team hires are also progressing nicely as they build out their respective territories. The future for PROCEPT is bright as awareness of Aquablation therapy grows and utilization among our surgeon base continues to expand."

First Quarter 2023 Financial Results

Total revenue for the first quarter of 2023 was $24.4 million, an increase of 72% compared to the prior year period. U.S. revenue was $21.8 million dollars, representing growth of 73% compared to the prior year period. The increase was primarily driven by system sales to new hospital customers and increased handpiece revenue. U.S. handpiece and consumable revenue for the first quarter of 2023 was $11.8 million, an increase of 165% compared to the prior year period. First quarter of 2023 monthly utilization per account of 6.3 increased approximately 14% compared to the prior year period. U.S. system revenue for the first quarter of 2023 was $8.8 million, an increase of 13% compared to the prior year period. As of March 31, 2023, the install base of AquaBeam Robotic Systems in the U.S. was 192 systems. International revenue was $2.6 million for the quarter, an increase of 60% compared to the prior year period.

Gross margin for the first quarter 2023 was 51% compared to 54% in the prior year period and 45% in the fourth quarter of 2022. Sequential gross margin improvement was primarily attributable to increased operations and manufacturing efficiencies to absorb overhead expenses.

Operating expenses in the first quarter of 2023 were $40.9 million, compared with $23.4 million in the prior year period. The increase was driven by increased sales and marketing expenses primarily to expand the commercial organization, increased variable compensation expenses, and increased research and development and general and administrative expenses.

Net loss was $28.5 million for the first quarter of 2023, compared to a loss of $17.2 million in the prior year period. Adjusted EBITDA was a loss of $23.9 million for the first quarter of 2023, compared to a loss of $13.5 million in the prior year period.

Cash and short-term investments as of March 31, 2023, totaled $181.0 million, while long-term borrowings totaled $52.0 million.

Full Year 2023 Financial Guidance

•The Company projects revenue for the full year 2023 to be $128 million, which represents 71% growth over the Company’s prior year revenue. This compares to previous revenue guidance of $125 million.

•The Company projects full year 2023 gross margin to be approximately 54%. This compares to previous guidance of approximately 53%.

•The Company projects full year 2023 total operating expense of approximately $167 million. This compares to previous guidance of approximately $163 million.

•The Company reiterates full year 2023 Adjusted EBITDA loss to be ($70.5) million.

Adjusted EBITDA is a financial measure that is not prepared in accordance with generally accepted accounting principles in the United States (GAAP). For more information about the Company’s use of non-GAAP financial measures, please see the section below titled “Use of Non-GAAP Financial Measures (Unaudited).”

Webcast and Conference Call Information

PROCEPT BioRobotics will host a conference call to discuss the first quarter 2023 financial results on Thursday, April 27, 2023, at 8:00 a.m. Eastern Time.

Investors interested in listening to the conference call may do so by following one of the below links:

•Webcast link for interested listeners:

◦https://edge.media-server.com/mmc/p/qk7hrxz5

•Dial-in registration for sell-side research analysts:

◦https://register.vevent.com/register/BIadc240895f944ef3b7f80601d78f317c

About PROCEPT BioRobotics Corporation

PROCEPT BioRobotics is a surgical robotics company focused on advancing patient care by developing transformative solutions in urology. PROCEPT BioRobotics develops, manufactures and sells the AquaBeam Robotic System, an advanced, image-guided, surgical robotic system for use in minimally invasive urologic surgery with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. PROCEPT BioRobotics designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from lower urinary tract symptoms, or LUTS, due to BPH that are independent of prostate size and shape or surgeon experience. The Company has developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 100 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy.

Use of Non-GAAP Financial Measures (Unaudited)

This press release references Adjusted EBITDA, a financial measure that is not prepared in accordance with generally accepted accounting principles in the United States (GAAP). The Company defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation and amortization and stock-based compensation. Non-GAAP financial measures are not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any other performance measures derived in accordance with GAAP.

The Company believes that presenting Adjusted EBITDA provides useful supplemental information to investors about the Company in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by its management in financial and operational decision making. However, there are a number of limitations related to the use of non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore any non-GAAP measures the Company uses may not be directly comparable to similarly titled measures of other companies.

Forward Looking Statements

This release contains forward‐looking statements within the meaning of federal securities laws, including with respect to the Company’s projected financial performance for full year 2023, statements regarding the potential utilities, values, benefits and advantages of Aquablation® therapy performed using PROCEPT BioRobotics’ products, including AquaBeam® Robotic System, which involve risks and uncertainties that could cause the actual results to differ materially from the anticipated results and expectations expressed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are only predictions based on our current expectations, estimates, and assumptions, valid only as of the date they are made, and subject to risks and uncertainties, some of which we are not currently aware. Forward-looking statements may include statements regarding financial guidance, market opportunity and penetration, the Company’s possible or assumed future results of operations, including descriptions of the Company’s revenues, gross margin, profitability, operating expenses, installed base growth, commercial momentum and overall business strategy. Forward‐looking statements should not be read as a guarantee of future performance or results and may not necessarily be accurate indications of the times at, or by, which such

performance or results will be achieved. These forward‐looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward‐looking statements as a result of these risks and uncertainties. These risks and uncertainties are described more fully in the section titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s annual report on Form 10-K filed with the SEC on February 28, 2023. PROCEPT BioRobotics does not undertake any obligation to update forward‐looking statements and expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward‐looking statements contained herein. These forward-looking statements should not be relied upon as representing PROCEPT BioRobotics’ views as of any date subsequent to the date of this press release.

Important Safety Information

All surgical treatments have inherent and associated side effects. For a list of potential side effects visit https://aquablation.com/safety-information/

Investor Contact:

Matt Bacso, CFA

VP, Investor Relations and Business Operations

m.bacso@procept-biorobotics.com

PROCEPT BioRobotics Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended March 31,
	2023		2022
Revenue	$	24,404	$	14,197
Cost of sales	11,913		6,505
Gross profit	12,491		7,692
Operating expenses:
Research and development	10,737		5,011
Selling, general and administrative	30,131		18,385
Total operating expenses	40,868		23,396
Loss from operations	(28,377)		(15,704)
Interest expense	(886)		(1,421)
Interest and other income (expense), net	779		(60)
Net loss	$	(28,484)	$	(17,185)
Net loss per share, basic and diluted	$	(0.63)	$	(0.39)
Weighted-average common shares used to
Compute net loss per share attributable to
Common shareholders, basic and diluted	45,066		43,855

PROCEPT BioRobotics Corporation

RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA

(Unaudited, in thousands)

	Three Months Ended March 31,
	2023		2022
Net loss	$	(28,484)	$	(17,185)
Depreciation and amortization expense	793		758
Stock-based compensation expense	3,724		1,552
Interest (income) and interest expense, net	49		1,385
Adjusted EBITDA	$	(23,918)	$	(13,490)

PROCEPT BioRobotics Corporation

RECONCILIATION OF GAAP NET LOSS TO ADJUSTED 2023 EBITDA Guidance

(Unaudited, in thousands)

	2023
Net loss	$	(98,325)
Depreciation and amortization expense	5,050
Stock-based compensation expense	22,125
Interest (income) and interest expense, net	650
Adjusted EBITDA	$	(70,500)

PROCEPT BioRobotics Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	180,972	$	221,859
Restricted cash, current	777		777
Accounts receivable, net	20,642		15,272
Inventory	38,926		28,543
Prepaid expenses and other current assets	4,263		6,175
Total current assets	245,580		272,626
Restricted cash, non-current	3,038		3,038
Property and equipment, net	11,934		8,656
Operating lease right-of-use assets, net	22,446		23,481
Intangible assets, net	1,409		1,477
Other assets	51		51
Total assets	$	284,458	$	309,329
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	10,341	$	9,391
Accrued compensation	7,408		13,447
Deferred revenue	3,943		2,855
Operating leases, current	2,998		2,129
Other current liabilities	7,814		7,468
Total current liabilities	32,504		35,290
Long-term debt	51,241		51,213
Operating leases, non-current	25,782		23,975
Loan facility derivative liability	1,805		1,779
Total liabilities	111,332		112,257
Stockholders’ equity:
Additional paid-in capital	550,270		545,753
Accumulated other comprehensive loss	15		(6)
Accumulated deficit	(377,159)		(348,675)
Total stockholders’ equity	173,126		197,072
Total liabilities and stockholders’ equity	$	284,458	$	309,329

PROCEPT BioRobotics Corporation

REVENUE BY TYPE AND GEOGRAPHY

(Unaudited, in thousands)

	Three Months Ended March 31,
	2023		2022
U.S.
System sales and rentals	$	8,770	$	7,754
Handpieces and other consumables	11,770		4,444
Service	1,235		359
Total U.S. revenue	21,775		12,557
Outside of U.S.
System sales and rentals	1,469		742
Handpieces and other consumables	906		745
Service	254		153
Total outside of U.S. revenue	2,629		1,640
Total revenue	$	24,404	$	14,197

XML

Cover Page	Apr. 27, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 27, 2023
Entity Registrant Name	PROCEPT BIOROBOTICS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40797
Entity Tax Identification Number	26-0199180
Entity Address, Address Line One	900 Island Drive
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	650
Local Phone Number	232-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value per share
Trading Symbol	PRCT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001588978
Amendment Flag	false