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The following is an excerpt from a 10-K SEC Filing, filed by ATRICURE, INC. on 3/8/2013.
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ATRICURE, INC. - 10-K - 20130308 - NOTES_TO_FINANCIAL_STATEMENT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business— AtriCure, Inc. (the “Company” or “AtriCure”) was incorporated in the State of Delaware on October 31, 2000. The Company develops, manufactures and sells devices designed primarily for the surgical ablation of cardiac tissue and devices for the exclusion of the left atrial appendage. The Company sells its products to hospitals and medical centers globally.

Principles of Consolidation— The Consolidated Financial Statements include the accounts of the Company, AtriCure, LLC, the Company’s wholly-owned subsidiary organized in the State of Delaware, and AtriCure Europe B.V., the Company’s wholly-owned subsidiary incorporated in the Netherlands. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents— The Company considers highly liquid investments with maturities of three months or less at the date of acquisition as cash equivalents in the accompanying Consolidated Financial Statements.

Investments— The Company places its investments primarily in U.S. Government agencies and securities, corporate bonds and commercial paper. The Company classifies all investments as available-for-sale. Investments with maturities of less than one year are classified as short-term investments. Investments are recorded at fair value, with unrealized gains and losses recorded as a separate component of stockholders’ equity. The Company recognizes gains and losses when these securities are sold using the specific identification method and includes them in interest income or expense in the Consolidated Statements of Operations.

Revenue Recognition— The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, “Revenue Recognition” (“ASC 605”). The Company determines the timing of revenue recognition based upon factors such as passage of title, installation, payment terms and ability to return products. The Company recognizes revenue when all of the following criteria are met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured.

Revenue is generated from the sale of the Company’s surgical devices. The Company’s surgical devices consist primarily of individual disposable handpieces and equipment generators. The Company’s customers need the combination of the generator and the handpieces to have a functional system. The Company believes that the generator and handpiece are considered a single unit of accounting under ASC 605 because neither the generator nor handpiece have value to the customer on a standalone basis. Therefore, because the customer needs both the generator and handpiece to have a functional system, revenue is recognized upon the later of delivery of the generator or the handpiece.

Pursuant to the Company’s standard terms of sale, revenue is recognized when title to the goods and risk of loss transfers to customers and there are no remaining obligations that will affect the customers’ final acceptance of the sale. Generally, the Company’s standard terms of sale define the transfer of title and risk of loss to occur upon shipment to the respective customer. The Company generally does not maintain any post-shipping obligations to the recipients of the products. No installation, calibration or testing of this equipment is performed by the Company subsequent to shipment to the customer in order to render it operational.

Product revenue includes shipping and handling revenue of $723, $664 and $657 in 2012, 2011 and 2010, respectively. Cost of freight for shipments made to customers is included in cost of revenue. Sales and other value-added taxes collected from customers and remitted to governmental authorities are excluded from revenue.

 

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ATRICURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

The Company sells its products primarily through a direct sales force and through AtriCure Europe B.V. Terms of sale are generally consistent for both end-users and distributors except that payment terms are generally net 30 days for end-users and net 60 days for distributors.

Sales Returns and Allowances The Company maintains a provision for sales returns and allowances to account for potential returns of defective or damaged products, products shipped in error and price adjustments. The Company estimates such provision quarterly based primarily on a specific identification basis, in addition to estimating a general reserve. Increases to the provision result in a reduction of revenue. The provision is included in accrued liabilities in the Consolidated Balance Sheets.

Allowance for Uncollectible Accounts Receivable— The Company evaluates the collectability of accounts receivable in order to determine the appropriate reserve for doubtful accounts. In determining the amount of the reserve, the Company considers aging of account balances, historical credit losses, customer-specific information and other relevant factors. An increase to the allowance for doubtful accounts results in a corresponding increase in expense. The Company reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables against the allowance when all attempts to collect the receivable have failed. The Company’s history of write-offs against the allowance has not been significant.

Inventories— Inventories are stated at the lower of cost or market using the first-in, first-out cost method (“FIFO”) and consist of raw materials, work in process and finished goods. The Company’s industry is characterized by rapid product development and frequent new product introductions. Uncertain timing of product approvals, variability in product launch strategies and variation in product utilization all impact excess and obsolete inventory. An inventory reserve based on product usage is estimated and recorded quarterly for excess, slow moving and obsolete inventory as well as inventory with a carrying value in excess of its net realizable value. Write-offs are recorded when a product is destroyed. The Company’s history of write-offs against the reserve has not been significant.

Property and Equipment— Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method of depreciation for financial reporting purposes and applied over the estimated useful lives of the assets. The estimated useful life by major asset category is the following: machinery and equipment is three to seven years, computer and other office equipment is three years, furniture and fixtures is three to seven years and leasehold improvements and equipment leased under a capital lease are the shorter of their useful life or remaining lease term. The Company reassesses useful lives of property and equipment annually, and assets are retired if they are no longer being used. Maintenance and repair costs are expensed as incurred.

Included in property and equipment are generators and other capital equipment (such as the Company’s switchbox units and cryosurgical consoles) that are loaned at no cost to direct customers that use the Company’s disposable products. These generators are depreciated over a period of one to three years, which approximates their useful lives, and such depreciation is included in cost of revenue. The estimated useful lives of this equipment are based on anticipated usage by our customers and the timing and impact of expected new technology rollouts by the Company. To the extent the Company experiences changes in the usage of this equipment or introductions of new technologies, the estimated useful lives of this equipment may change in a future period. Depreciation related to these generators was $1,081, $1,294 and $1,369 in 2012, 2011 and 2010, respectively. As of December 31, 2012 and 2011, the net carrying amount of loaned equipment included in net property and equipment in the Consolidated Balance Sheets was $2,197 and $1,204, respectively.

Impairment of Long-Lived Assets— The Company reviews property and equipment for impairment using its best estimates based on reasonable and supportable assumptions and projections.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

Intangible Assets— Intangible assets with determinable useful lives are amortized on a straight-line basis over the estimated periods benefited, which have ranged from four to eight years.

Other Income— Other income consists primarily of foreign currency transaction gains and losses, grant income and non-employee option gains and losses related to the fair market value change for fully vested options outstanding for consultants which are accounted for as free-standing derivatives. The Company recorded foreign currency transaction (losses) gains of ($83), $30 and ($171) for the years ended December 31, 2012, 2011 and 2010, respectively, in connection with settlements of its intercompany balance with its subsidiary.

The Company periodically is awarded grants to support research and development activities. The Company recognizes grant income when the funds are earned. The Company recorded grant income of $409, $52 and $595 during 2012, 2011 and 2010, respectively.

The Company has historically issued stock options to non-employee consultants as a form of compensation for services provided to the Company. Because the non-employee options require settlement by the Company’s delivery of registered shares and because the tax withholding provisions in the awards allow the options to be partially net-cash settled, these options, when vested, are no longer eligible for equity classification and are, thus, subsequently accounted for as derivative liabilities under FASB ASC 815 until the awards are ultimately either exercised or forfeited. Accordingly, the vested non-employee options are classified as liabilities and remeasured at fair value through earnings at each reporting period. During the years ended December 31, 2012, 2011 and 2010, $179, $23 and $(165), respectively, of income (expense) was recorded as a result of the remeasurement of the fair value of these fully vested stock options.

Income Taxes— Income taxes are computed using the asset and liability method in accordance with FASB ASC 740 “Income Taxes” (“ASC 740”), under which deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred taxes are measured using provisions of currently enacted tax laws. A valuation allowance against deferred tax assets is recorded when it is more likely than not that such assets will not be fully realized. Tax credits are accounted for as a reduction of income taxes in the year in which the credit originates.

The Company’s estimate of the valuation allowance for deferred tax assets requires it to make significant estimates and judgments about its future operating results. The Company’s ability to realize the deferred tax assets depends on its future taxable income as well as limitations on their utilization. A deferred tax asset is reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized prior to its expiration. The projections of the Company’s operating results on which the establishment of a valuation allowance is based involve significant estimates regarding future demand for the Company’s products, competitive conditions, product development efforts, approvals of regulatory agencies and product cost. If actual results differ from these projections, or if the Company’s expectations of future results change, it may be necessary to adjust the valuation allowance. In evaluating whether to record a valuation allowance, the applicable accounting standards deem that the existence of cumulative losses in recent years is a significant piece of objectively verifiable negative evidence that must be overcome by objectively verifiable positive evidence to avoid the need to record a valuation allowance. The Company has recorded a full valuation allowance against its net deferred tax assets as it is more likely than not that the benefit of the deferred tax assets will not be recognized in future periods.

Net Loss Per Share— Basic and diluted net loss per share is computed in accordance with FASB ASC 260 “Earnings Per Share” (“ASC 260”) by dividing the net loss by the weighted average number of common shares

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

outstanding during the period. Since the Company has experienced net losses for all periods presented, net loss per share excludes the effect of 3,676, 2,949 and 3,408 stock options, restricted stock and performance based shares as of December 31, 2012, 2011, and 2010, respectively, because they are anti-dilutive. Therefore, the number of shares calculated for basic net loss per share is also used for the diluted net loss per share calculation.

Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)— In addition to net loss, comprehensive loss includes foreign currency exchange rate adjustments and unrealized gains and losses on investments.

Accumulated other comprehensive income (loss) consisted of the following:

 

     Unrealized
Gains (Losses)
on Short-Term
and  Long-Term
Investments
    Foreign
Currency
Translation
Adjustment
    Accumulated Other
Comprehensive
Income (Loss)
 

Balance as of December 31, 2009

   $ 3      $ 141      $ 144   

Current-period change

     (3     (61     (64
  

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2010

     0        80        80   

Current-period change

     2        (119     (117
  

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2011

     2        (39     (37

Current-period change

     (1     115        114   
  

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2012

   $ 1      $ 76      $ 77   
  

 

 

   

 

 

   

 

 

 

Research and Development Costs Research and development costs are expensed as incurred. These costs include compensation and other internal and external costs associated with the development and research related to new products or concepts, preclinical studies, clinical trials and cost of products used in trials and tests.

Share-Based Employee Compensation— The Company follows FASB ASC 718 “Compensation-Stock Compensation” (“ASC 718”), to record share-based compensation for all employee share-based payment awards, including stock options, restricted stock, performance shares and stock purchases related to an employee stock purchase plan, based on estimated fair values. The Company’s share-based compensation expense recognized under ASC 718 for the years ended December 31, 2012, 2011 and 2010 was $3,468, $2,931and $2,753, respectively, on a before and after tax basis.

FASB ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statement of Operations. The expense has been reduced for estimated forfeitures. FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company estimates the fair value of options on the date of grant using the Black-Scholes option-pricing model (“Black-Scholes model”). The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include but are not limited to the Company’s and the peer group’s expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. For non-employee options, the fair value at the date of grant

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

is subject to adjustment at each vesting date based upon the fair value of the Company’s common stock. The fair value of our market-based performance option grants is estimated at the date of grant using a Monte-Carlo simulation. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our Consolidated Statement of Operations. The expense has been reduced for estimated forfeitures.

The Company estimates the fair value of restricted stock and performance share awards based upon the grant date closing market price of the Company’s common stock. The Company’s determination of fair value is affected by the Company’s stock price as well as assumptions regarding the number of shares expected to be granted and, in the case of performance shares, the likelihood that the performance measures will be achieved.

The Company also has an employee stock purchase plan (“ESPP” or the “Plan”) which is available to all eligible employees as defined by the Plan. Under the ESPP, shares of the Company’s common stock may be purchased at a discount. The Company estimates the number of shares to be purchased under the Plan and records compensation expense based upon the fair value of the stock at the beginning of the purchase period using the Black-Scholes model.

The Company has historically issued stock options to non-employee consultants as a form of compensation for services provided to the Company. The Company accounts for the options granted to non-employees prior to their vesting date in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Because these options do not contain specific performance provisions, there is no measurement date of fair value until the options vest. Therefore, the fair value of the options granted and outstanding prior to their vesting date is remeasured each reporting period. During the years ended December 31, 2012, 2011 and 2010, $0, $8 and $19, respectively, of expense was recorded as a result of the remeasurement of these unvested stock options.

Fully vested options to acquire 38 and 34 shares of common stock held by non-employee consultants remained unexercised as of December 31, 2012 and 2011, respectively. A liability of $78 and $208 was included in accrued liabilities in the Consolidated Balance Sheets as of December 31, 2012 and 2011, respectively.

Use of Estimates— The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Fair Value Disclosures— The book value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, short-term investments, short and long-term other assets, accounts payable, accrued expenses, other liabilities and fixed interest rate debt, approximate their fair values. The Company classifies cash as Level 1 within the fair value hierarchy. Accounts receivable, short-term other assets, accounts payable and accrued expenses are also classified as Level 1. The carrying amounts of these assets and liabilities approximate their fair value due to their relatively short-term nature. Other assets and other liabilities are classified as Level 1 within the fair value hierarchy. Cash equivalents and short-term investments are classified as Level 2 within the fair value hierarchy (see Note 3—“Fair Value” for further information). Fixed interest rate debt fair value is determined by calculating the net present value of future debt payments and is classified as Level 2. Significant unobservable inputs with respect to the fair value measurement of the Level 3 non-employee stock options are developed using Company data. Validations of unobservable inputs are performed to the extent the Company has experience. When an input is changed, the Black-Scholes model is updated and the results are analyzed for reasonableness.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

2. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011 the FASB issued Accounting Standards Update (“ASU”) 2011-04, “Fair Value Measurement.” The ASU is the result of joint efforts by the FASB and IASB to develop a single, converged fair value framework, that is, converged guidance on how (not when) to measure fair value and on what disclosures to provide about fair value measurements. While the ASU is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands ASC 820’s existing disclosure requirements for fair value measurements and makes other amendments. Some of the amendments could change how the fair value measurement guidance in ASC 820 is applied. The ASU is effective for interim and annual reporting periods beginning after December 15, 2011. The Company has evaluated the provisions of ASU 2011-04 and has determined that it does not have a material impact on the Company’s fair value disclosures.

In June 2011 the FASB issued new guidance in ASU 2011-05, “Presentation of Comprehensive Income,” which revises the manner in which entities present comprehensive income in their financial statements. This new guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. It is effective for interim and annual reporting periods beginning after December 15, 2011. The Company adopted the single continuous statement presentation approach. In December 2011 the FASB issued ASU 2011-12, “Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No.2011-05.” The Company has evaluated the provisions of ASU 2011-05 that were deferred and has determined that they do not have a material impact on the Company’s financial reporting.

3. FAIR VALUE

FASB ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

 

   

Level 1—Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

 

   

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The valuation technique for the Company’s Level 2 assets is based on quoted market prices for similar assets from observable pricing sources at the reporting date.

 

   

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The fair value of the Company’s Level 3 derivatives are estimated on the grant date using the Black-Scholes model and they are revalued at the end of each reporting period using the Black-Scholes model.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

In accordance with ASC 820, the following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012:

 

    Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    Significant Other
Observable Inputs
(Level 2)
    Significant Other
Unobservable
Inputs
(Level 3)
    Total  

Assets:

       

Money market funds

  $ —        $ 5,261      $ —        $ 5,261   

Commercial paper

    —          3,247        —          3,247   

U.S. government agencies and securities

    1,000        —          —          1,000   

Corporate bonds

    —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 1,000      $ 8,508      $ —        $ 9,508   
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

       

Derivative instruments

  $ —        $ —        $ 78      $ 78   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  $ —        $ —        $ 78      $ 78   
 

 

 

   

 

 

   

 

 

   

 

 

 

There were no changes in the levels of financial assets and liabilities during the twelve months ended December 31, 2012.

In accordance with ASC 820, the following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2011:

 

    Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    Significant Other
Observable Inputs
(Level 2)
    Significant Other
Unobservable
Inputs
(Level 3)
    Total  

Assets:

       

Money market funds

  $ —        $ 7,417      $ —        $ 7,417   

Commercial paper

    —          400        —          400   

U.S. government agencies and securities

    2,507        —          —          2,507   

Corporate bonds

    —          1,517        —          1,517   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 2,507      $ 9,334      $ —        $ 11,841   
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

       

Derivative instruments

  $ —        $ —        $ 208      $ 208   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  $ —        $ —        $ 208      $ 208   
 

 

 

   

 

 

   

 

 

   

 

 

 

The fair value of the Level 3 liabilities is estimated using the Black-Scholes model including the following assumptions:

 

     As of December 31, 2012    As of December 31, 2011

Risk-free interest rate

   0.23% - 0.74%    0.12% - 0.86%

Expected life of option (years)

   1.75 - 5.10    0.97 - 5.11

Expected volatility of stock

   70.00%    71.00%

Dividend yield

   0.00%    0.00%

The Company has historically issued stock options to non-employee consultants as a form of compensation for services provided to the Company. When these non-employee options fully vest, the awards no longer fall within the scope of ASC 505-50. Because the options require settlement by the Company’s delivery of registered shares and because the tax withholding provisions in the awards allow the options to be partially net-cash settled, these vested

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

options are no longer eligible for equity classification and are accounted for as derivative liabilities under FASB ASC 815 (“Derivatives and Hedging”) until the awards are ultimately either exercised or forfeited. Accordingly, the vested non-employee options are classified as liabilities and remeasured at fair value through earnings at each reporting period. In calculating the fair value of the options, they are estimated on the grant date using the Black-Scholes model subject to change in stock price utilizing assumptions of risk-free interest rate, contractual life of option, expected volatility, weighted average volatility and dividend yield. Due to the lack of certain observable market quotes the Company utilizes valuation models that rely on some Level 3 inputs. Specifically, during 2010, the Company’s estimate of volatility was weighted 75% and 25% between the Company’s implied volatility and the implied volatility of a group of comparable companies, respectively. Beginning January 1, 2011, the Company’s estimate of volatility was based solely on the Company’s trading history.

The following table represents the company’s Level 3 fair value measurements using significant other unobservable inputs for derivative instruments as of December 31:

 

     2012     2011     2010  

Beginning Balance—January 1

   $ 208      $ 268      $ 180   

Total gains/losses (realized/unrealized) included in earnings

     (179     (23     165   

Purchases (exercises)

     (50     (55     (77

Reclassification from equity to liability when fully vested

     99        18        —     
  

 

 

   

 

 

   

 

 

 

Ending Balance—December 31

   $ 78      $ 208      $ 268   
  

 

 

   

 

 

   

 

 

 

Gains (losses) included in earnings (or changes in net assets attributable to the change in unrealized gains/losses relating to assets held at reporting date)

   $ 179      $ 23      $ (165
  

 

 

   

 

 

   

 

 

 

4. INVESTMENTS

As of December 31, 2012 the Company had no long-term investments. Short-term investments as of December 31, 2012 consisted of the following:

 

     Cost Basis      Unrealized
Gains
     Fair Value  

U.S. Government agencies and securities

   $ 999       $ 1       $ 1,000   

Commercial paper

     3,247         0         3,247   
  

 

 

    

 

 

    

 

 

 

Total

   $ 4,246       $ 1       $ 4,247   
  

 

 

    

 

 

    

 

 

 

Money market funds are included in cash and cash equivalents and not included in investments.

As of December 31, 2011, the Company had no long-term investments. Short-term investments as of December 31, 2011 consisted of the following:

 

     Cost Basis      Unrealized
Gains (Losses)
     Fair Value  

U.S. Government agencies and securities

   $ 2,506       $ 1       $ 2,507   

Commercial paper

     400         0         400   

Corporate bonds

     1,516         1         1,517   
  

 

 

    

 

 

    

 

 

 

Total

   $ 4,422       $ 2       $ 4,424   
  

 

 

    

 

 

    

 

 

 

The Company has not experienced any significant realized gains or losses on its investments in the periods presented in the Consolidated Statements of Operations.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

5. INTANGIBLE ASSETS

Intangible assets with definite lives are amortized over their estimated useful lives. The following table provides a summary of the Company’s intangible assets with definite lives:

 

     Proprietary
Manufacturing
Technology
    Non-Compete
Agreement
    Trade
Name
    Total  

Net carrying amount as of December 31, 2009

   $ 131      $ 70      $ 87      $ 288   

Amortization

     (131     (13     (55     (199
  

 

 

   

 

 

   

 

 

   

 

 

 

Net carrying amount as of December 31, 2010

     —          57        32        89   

Amortization

     —          (12     (32     (44
  

 

 

   

 

 

   

 

 

   

 

 

 

Net carrying amount as of December 31, 2011

     —          45        —          45   

Amortization

     —          (13     —          (13
  

 

 

   

 

 

   

 

 

   

 

 

 

Net carrying amount as of December 31, 2012

   $ —        $ 32      $ —        $ 32   
  

 

 

   

 

 

   

 

 

   

 

 

 

Amortizable intangible assets are being amortized over eight years for a non-compete arrangement. Trade name usage and proprietary manufacturing technology intangible assets were amortized over four and five year periods, respectively. For the years ended December 31, 2012, 2011 and 2010, amortization expense related to intangible assets with definite lives was $13, $44 and $199, respectively.

Future amortization expense related to intangible assets with definite lives is projected as follows:

 

Year

   Amortization  

2013

   $ 13   

2014

     12   

2015

     7   
  

 

 

 

Total

   $ 32   
  

 

 

 

In December 2011 the Company entered into a patent purchase agreement with Nu Energy Solutions LLC in which it received proceeds of $300 in connection with the sale of certain intellectual property. Pursuant to the agreement, the Company agreed to sell its Bipolar Tissue Grasping Apparatus and Tissue Welding Method patent. The Company recorded the gain on sale of $300 in research and development expenses in the Consolidated Statements of Operations.

6. INVENTORIES

Inventories consisted of the following at December 31:

 

     2012      2011  

Raw materials

   $ 3,066       $ 3,233   

Work in process

     675         509   

Finished goods

     1,977         2,821   
  

 

 

    

 

 

 

Inventories

   $ 5,718       $ 6,563   
  

 

 

    

 

 

 

 

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7. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31:

 

     2012     2011  

Machinery, equipment and vehicles

   $ 7,489      $ 6,424   

Computer and other office equipment

     1,538        1,236   

Furniture and fixtures

     212        347   

Leasehold improvements

     165        150   

Equipment under capital leases

     226        267   

Construction in progress

     68        207   
  

 

 

   

 

 

 

Total

     9,698        8,631   

Less accumulated depreciation

     (6,268     (6,280
  

 

 

   

 

 

 

Property and equipment, net

   $ 3,430      $ 2,351   
  

 

 

   

 

 

 

Property and equipment depreciation expense was $1,886, $1,878 and $2,164 for the years ended December 31, 2012, 2011 and 2010, respectively.

8. ACCRUED LIABILITIES

Accrued liabilities consisted of the following at December 31:

 

     2012      2011  

Accrued commissions

   $ 1,464       $ 1,297   

Accrued settlement reserve (current portion)

     1,120         704   

Accrued bonus

     487         162   

Other accrued liabilities

     483         417   

Accrued taxes and value-added taxes payable

     366         449   

Accrued vacation

     349         353   

Accrued severance

     224         16   

Accrued payroll

     153         167   

Withheld FICA

     126         105   

Accrued royalty

     118         78   

Sales/returns allowance—trade

     105         40   

Accrued non-employee stock options

     78         208   
  

 

 

    

 

 

 

Total

   $ 5,073       $ 3,996   
  

 

 

    

 

 

 

9. INDEBTEDNESS

Long-term debt and capital leases consisted of the following at December 31:

 

     2012     2011  

Credit facility

   $ 8,333      $ 6,375   

Capital leases

     103        94   
  

 

 

   

 

 

 

Total debt and capital leases

     8,436        6,469   

Less: Current maturities

     (2,029     (1,543
  

 

 

   

 

 

 

Total long-term debt and capital leases

   $ 6,407      $ 4,926   
  

 

 

   

 

 

 

 

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The Company has had a debt agreement with Silicon Valley Bank (“SVB”) which includes a term loan and revolving credit facility since May 1, 2009. SVB received a warrant to purchase shares of the Company’s common stock in connection with the term loan in the original agreement. The agreement was modified in November 2009 and March 2010 to amend, among other things, the financial covenants in the agreement and waive a compliance violation which occurred during February 2010. The agreement was amended again in September 2010 in an Amended and Restated Loan and Security Agreement with SVB and an Export-Import Bank Loan and Security Agreement (collectively, “Amended Agreement”) which increased the credit facility to approximately $14,000 and increased the Company’s borrowing capacity under the revolving loan facility. The Amended Agreement was to mature on April 30, 2012 and was secured by all of the Company’s assets, including intellectual property.

On March 15, 2011 the Company and SVB entered into a First Loan Modification Agreement (the “First Loan Modification Agreement”) and an Export-Import Bank First Loan Modification Agreement (the “First Ex-Im Agreement” and, collectively with the First Loan Modification Agreement, the “ First Modification Agreements”) which set forth certain amendments to the Company’s credit facility with SVB. The First Loan Modification Agreement provided for a new $7,500 term loan. The proceeds from the term loan were used to repay the amount outstanding under the existing SVB term loan of $2,500. The balance was invested in short-term investments. The new term loan has a five-year term, and principal payments in the amount of $125, together with accrued interest, are due and payable monthly. The modified term loan accrues interest at a fixed rate of 6.75%.

The First Modification Agreements also provided for a two-year extension of the maturity date of the existing revolving credit facility from April 30, 2012 to April 30, 2014. The applicable borrowing rate was reduced to 0.25% to 1.25% above the prime rate. The maximum borrowing amount under the revolving facility remained at $10,000.

On February 2, 2012 the Company and SVB entered into a Second Loan Modification Agreement (the “Second Loan Modification Agreement”) and an Export-Import Bank Second Loan Modification Agreement (the “Second Ex-Im Agreement” and, collectively with the Second Loan Modification Agreement, the “Second Modification Agreements”) which set forth certain amendments to the Company’s credit facility with SVB. The Second Modification Agreements provided for a new $10,000 term loan in addition to the $10,000 revolving loan. The proceeds from the term loan were used to repay the amount outstanding under the existing SVB term loan of $6,125. The balance was invested in cash and cash equivalents and short-term investments. The new term loan has a five year term, and principal payments in the amount of $167, together with accrued interest, are due and payable monthly. The modified term loan accrues interest at a fixed rate of 6.75%.

The Second Modification Agreements also provided for a change to a Liquidity Ratio covenant to replace the existing Adjusted Quick Ratio covenant. The applicable borrowing rate on the revolving facility is 0.25% to 1.25% above the prime rate, as determined by the Liquidity Ratio.

The Amended Agreement, as modified, contains covenants that include, among others, covenants that limit the Company’s and its subsidiaries’ ability to dispose of assets, enter into mergers or acquisitions, incur indebtedness, incur liens, pay dividends or make distributions on the Company’s capital stock, make investments or loans, and enter into certain affiliate transactions, in each case subject to customary exceptions for a credit facility of this size and type. As a result, the Company has not declared or paid any dividends on its capital stock and expects to retain future earnings, if any, for use in the operation and expansion of the business and does not anticipate paying any cash dividends in the foreseeable future. Additional covenants apply when the Company

 

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has outstanding borrowings under the revolving loan facility or when the Company achieves specific covenant milestones. Financial covenants under the credit facility, as amended, include a minimum EBITDA, a limitation on capital expenditures and a minimum adjusted quick ratio and affect the Company’s borrowing availability under the revolving credit facility. Further, a minimum fixed charge ratio applies when the Company achieves specific covenant milestones. The occurrence of an event of default could result in an increase to the applicable interest rate by 3.0%, an acceleration of all obligations under the Amended Agreement, an obligation of the Company to repay all obligations in full and a right by SVB to exercise all remedies available to it under the Amended Agreement and related agreements including the Guaranty and Security Agreement. As of and for the period ended December 31, 2012, the Company was in compliance with all of the financial covenants of the amended and modified credit facility. In addition, if the guarantee by the Export-Import Bank of the United States ceases to be in full force and effect, the Company must repay all loans under the Export-Import agreement.

In May 2012 the Company and SVB entered into a Third Loan Modification Agreement (the “Third Loan Modification Agreement”) which sets forth certain amendments to the Company’s credit facility with the Bank. The Third Loan Modification Agreement increases the Company’s subsidiary investment limit from $10,000 to $12,000 from the effective date through September 30, 2012 and reduces the subsidiary investment limit back to $10,000 thereafter.

Effective September 26, 2012 the Company and SVB entered into a Fourth Loan Modification Agreement (the “Fourth Loan Modification Agreement”) which sets forth certain amendments to the Company’s credit facility with the Bank. The Fourth Loan Modification Agreement eliminates the restriction on investments by the Company in its wholly owned subsidiary, AtriCure Europe, B.V. (“AtriCure Europe”). In connection with the Fourth Loan Modification Agreement, AtriCure Europe executed certain guaranty and security documents pursuant to which AtriCure Europe guaranteed the Company’s obligations under the credit facility and pledged certain of its assets as security for the credit facility.

Effective January 30, 2013 the Company and SVB entered into a Joinder and Fifth Loan Modification Agreement (the “Fifth Loan Modification Agreement”) and an Export-Import Bank Joinder and Third Loan Modification Agreement (the “Third Ex-Im Agreement” and, collectively with the Fifth Loan Modification Agreement, the “Modification Agreements”) which set forth certain amendments to the Company’s credit facility with the Bank. The Modification Agreements add the Company’s wholly-owned subsidiary, AtriCure, LLC, as a borrower, and the Fifth Loan Modification Agreement modifies the Company’s timing for submitting a forecast to the Bank and decreases the EBITDA amount the Company must achieve to meet the minimum EBITDA covenant.

As of December 31, 2012 the Company had no borrowings under the revolving credit facility and borrowing availability of $5,303. Also as of December 31, 2012, the Company had $8,333 outstanding under its term loan, which includes $2,000 classified as current maturities of long-term debt. As of December 31, 2011, the Company had no borrowings under its revolving credit facility and borrowing availability of $8,870. Also as of December 31, 2011, the Company had $6,375 outstanding under its term loan, which included $1,500 classified as current maturities of long-term debt.

The Warrant that was issued with the initial SVB agreement had been recorded as a discount on long-term debt at its fair value and was being amortized over the term of the loan. Accelerated amortization expense of $79 was recorded in March 2011 due to the credit facility modification. For the years ended December 31, 2012 and 2011, amortization expense related to the debt discount totaled $0 and $22, respectively. In addition to the accelerated amortization of the Warrant, the Company also recorded $74 of expense related to deferred financing costs and other fees as a result of the credit facility modification in March 2011.

 

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As of December 31, 2012 the effective interest rate on borrowings under the modified term loan, including debt issuance costs, was 7.6%, and the book value of the Company’s fixed interest rate debt approximated fair value. In June 2011 the Company cancelled an outstanding letter of credit for $250 issued to its corporate credit card program provider which was to expire on July 31, 2011. No letters of credit were outstanding as of December 31, 2012 and 2011.

As of December 31, 2012 the Company had capital leases for computer equipment that expire at various terms through 2016. The cost of the assets under lease was $226. The assets are depreciated over their estimated useful lives, which equal the terms of the leases. Accumulated amortization on the capital leases was $125 at December 31, 2012.

Maturities on long-term debt, including capital lease obligations are as follows:

 

Year

   Amount  

2014

   $ 2,032   

2015

     2,026   

2016

     2,016   

2017

     333   
  

 

 

 

Total

   $ 6,407   
  

 

 

 

10. COMMITMENTS AND CONTINGENCIES

Operating Leases. The Company leases various types of office, manufacturing and warehouse facilities and equipment under noncancelable operating leases that expire at various terms through 2014. Future minimum lease payments under non-cancelable operating leases are as follows:

 

Year

   Amount  

2013

   $ 583   

2014

     17   
  

 

 

 

Total

   $ 600   
  

 

 

 

Rent expense was approximately $769, $685 and $668 in 2012, 2011, and 2010, respectively.

Royalty Agreements. The Company has certain royalty agreements in place with terms that include the payment of royalties based on product revenue from sales of current products. One royalty agreement, which was effective January 1, 2010, has a rate of 1.5% of product sales and includes minimum quarterly payments of $50 through 2015 and a maximum of $2,000 in total royalties over the term of the agreement. Another royalty agreement, which was effective in 2003 and has a term of at least twenty years, has royalty rates of 5% of product sales. Parties to the royalty agreements have the right at any time to terminate the agreement immediately for cause. Royalty expense of $603, $505 and $332 was recorded as part of cost of revenue for the years ended December 31, 2012, 2011 and 2010, respectively.

Purchase Agreement. On June 15, 2007 the Company entered into a purchase agreement with MicroPace Pty Ltd Inc., (“MicroPace”). The agreement, as amended, provides for MicroPace to produce a derivative of one of their products tailored for the cardiac surgical environment, known as the “MicroPace ORLab™” for worldwide distribution by the Company. Pursuant to the terms of the amended agreement, in order for the Company to retain exclusive distribution rights, the Company was required to purchase a minimum of 40 units during the period December 1, 2010 through December 31, 2011 to extend exclusivity through 2012 and an

 

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additional 40 units during 2012 to extend exclusivity through December 31, 2013. Units purchased in excess of yearly minimums reduce future minimum purchase requirements. A total of 56 units were purchased by the Company between December 1, 2010 and December 31, 2011, thereby extending exclusive distribution rights through December 31, 2012. A total of 60 units were purchased by the Company during 2012, fulfilling the purchase requirement to extend exclusive distribution rights through 2013.

In April 2012 the Company entered into a development and manufacturing services agreement with Stellartech Research Corporation (“Stellartech”). Under the terms of the agreement, Stellartech will provide development services for the next generation of the Company’s radio frequency generators and will manufacture at least the first 300 units of the product. The agreement also establishes Stellartech as the exclusive supplier of the generators during the initial three years after product completion. There is no minimum purchase requirement beyond the initial 300 units.

Distributor Termination. In July 2010 the Company terminated a distributor agreement with a European distributor. Under the terms of the agreement the Company paid the distributor a termination fee, repurchased saleable disposable product inventory and assigned the distributor’s capital equipment to AtriCure Europe BV. Additionally, the Company entered into a consulting agreement with the distributor to provide ongoing consulting services through September 30, 2012. In exchange for these services, beginning October 1, 2010, the distributor earned €50 (approximately $65) per quarter for a total of €400 (approximately $528).

Chief Financial Officer and Chief Executive Officer Resignations. The Company’s Vice President, Finance and Administration and Chief Financial Officer (“CFO”) resigned effective April 30, 2012. In connection with the resignation, the CFO and AtriCure entered into an agreement pursuant to which the CFO is entitled to receive: (i) all accrued and unpaid base salary through the effective date of the resignation; (ii) payment for any accrued and unused vacation; (iii) continued vesting of all stock options and restricted stock until April 30, 2013; and (iv) twelve (12) months base salary ($250).

On August 2, 2012, the Company’s Chief Executive Officer and President (“CEO”) notified the Company that he was resigning from his positions with the Company. Pursuant to his Employment Agreement, the CEO continued to serve as Chief Executive Officer and President of the Company through September 30, 2012. The CEO’s term as a member of the Company’s Board of Directors ended effective August 2, 2012. In connection with the resignation, the CEO and AtriCure entered into an agreement pursuant to which he is entitled to receive: (i) all accrued and unpaid base salary through the effective date of the resignation; (ii) payment for any accrued and unused vacation; (iii) continued vesting of all stock options and restricted stock until March 31, 2013; and (iv) six (6) months base salary ($225).

The Company recorded a total of approximately $1.6 million in expense related to the departure of the Company’s Chief Financial Officer and Chief Executive Officer.

Legal. The Company is not party to any material pending or threatened litigation, except as described below:

Class Action Lawsuits

AtriCure, Inc. and certain of its current and former officers were named as defendants in a purported securities class action lawsuit in 2007. The suit alleged violations of the federal securities laws and sought damages on behalf of purchasers of the Company’s common stock during the period from the Company’s initial public offering in August 2005 through February 16, 2006. Although the Company admitted no wrongdoing, it

 

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recorded a liability of $2,000 in December 2009 which represented an estimate of the potential defense and/or settlement costs. In addition, the Company recorded a related receivable of $2,000 from its insurance carrier for the potential defense and/or settlement costs, as recovery was expected beyond a reasonable doubt. In October 2010 the parties signed a Definitive Stipulation of Settlement agreement for $2,000, which was subject to notice to the class as well as approval by the court, which occurred in May 2011. The Company’s insurance carrier paid the claim in full in June 2011.

In December 2008 AtriCure, Inc. and certain of its current executive officers were named in a putative class action lawsuit. The plaintiffs alleged violations of Sections10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and sought unspecified damages against AtriCure, Inc. and certain of its current executive officers. The plaintiffs alleged, among other things, that the defendants issued materially false and misleading statements that failed to disclose that the Company improperly promoted certain products to physicians and caused the filing of false claims for reimbursement. In March 2010 the court granted in part and denied in part the Company’s motion to dismiss and, in particular, dismissed the claim that the Company caused the filing of false claims for reimbursement. In October 2010 the court ordered final approval of the settlement for $2,750, which was funded by the Company’s insurance carrier.

Department of Justice Investigation

In October 2008 the Company received a letter from the Department of Justice (“DOJ”) informing the Company that it was conducting an investigation for potential False Claims Act (“FCA”) and common law violations relating to its surgical ablation devices. Specifically, the letter stated that the DOJ was investigating the Company’s marketing practices utilized in connection with its surgical ablation system to treat AF, a specific use outside the FDA’s 510(k) clearance. The letter also stated that the DOJ was investigating whether the Company instructed hospitals to bill Medicare for cardiac surgical ablation using incorrect billing codes. The Company cooperated with the investigation and operated its business in the ordinary course during the investigation. In December 2009 the Company reached a tentative settlement with the DOJ to resolve the investigation and recorded a liability and charged operating expenses for a total of $3,956, which represented the net present value of the proposed settlement amount to be paid to the DOJ, the Relator, and Relator’s counsel (total payments based on the settlement inclusive of interest were estimated to be $4,350, payable over five years).

The settlement was finalized pursuant to the preliminary terms in February 2010, and the Company entered into a settlement agreement with the DOJ, the Office of the Inspector General (“OIG”), and the Relator in the qui tam complaint discussed below. The settlement agreement definitively resolved all claims related to the DOJ investigation. The Company did not admit nor will it admit to any wrongdoing in connection with the settlement. As of December 31, 2012 the Company had made $2,050 in payments (including interest), and had a liability related to this settlement totaling $2,229, of which $1,120 was classified as current.

As part of the resolution, the Company also entered into a five year Corporate Integrity Agreement with the OIG. This agreement acknowledges the existence of the Company’s corporate compliance program and provides for certain other compliance-related activities during the five year term of the agreement. Those activities include specific written standards, monitoring, training, education, independent review, disclosure and reporting requirements.

Qui Tam Complaint

In July 2009 a copy of a qui tam complaint against the Company was unsealed. The qui tam complaint, filed in the U.S. District Court for the Southern District of Texas, was originally filed by the Relator in August 2007. The complaint, which was related to the DOJ investigation, alleged a cause of action under the FCA relating to

 

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the Company’s alleged marketing practices in connection with its surgical cardiac ablation devices. In August 2009 the DOJ declined to intervene in the qui tam complaint. The qui tam complaint was settled in February 2010 in accordance with the DOJ settlement agreement above.

The Company may from time to time become a party to additional legal proceedings.

11. INCOME TAXES

The Company files federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Income taxes are computed using the asset and liability method in accordance with FASB ASC 740 under which deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred taxes are measured using provisions of currently enacted tax laws. A valuation allowance against deferred tax assets is recorded when it is more likely than not that such assets will not be fully realized. The Company has recorded a full valuation allowance against its net deferred tax assets as it is more likely than not that the benefit of the deferred tax assets will not be recognized in future periods. Tax credits are accounted for as a reduction of income taxes in the year in which the credit originates. The Company does not expect any significant unrecognized tax benefits to arise over the next twelve months and is fully reserved.

The detail of deferred tax assets and liabilities at December 31 is as follows:

 

     2012     2011  

Deferred tax assets (liabilities):

    

Net operating loss carryforward

   $ 22,974      $ 20,819   

Research and development credit carryforward

     3,603        3,597   

Equity compensation

     4,082        3,473   

Intangible assets

     757        832   

Accruals and reserves

     269        295   

Inventory

     228        271   

Fixed assets

     (230     28   

Other, net

     2        1   
  

 

 

   

 

 

 

Subtotal

     31,685        29,316   

Less valuation allowance

     (31,685     (29,316
  

 

 

   

 

 

 

Total

   $ —        $ —     
  

 

 

   

 

 

 

The Company’s provision for income taxes is as follows:

 

     2012     2011     2010  

Current income tax expense

   $ 50      $ 31      $ 19   

Deferred tax benefit

     (2,336     (2,005     (1,118

Increase in valuation allowance

     2,336        2,005        1,118   
  

 

 

   

 

 

   

 

 

 

Total income tax expense

   $ 50      $ 31      $ 19   
  

 

 

   

 

 

   

 

 

 

The Company has a federal net operating loss carryforward of $63,807 which will begin to expire in 2021 and state net operating loss carryforwards of $26,875 which have varying expirations ranging from 5 years to 20 years. The Company also has a foreign net operating loss carryforward of approximately $8,613 which will begin to expire in 2016. Additionally, the Company has a federal research and development credit carryforward of $3,603 which will begin to expire in 2022.

 

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The Company’s 2012, 2011 and 2010 effective income tax rates differ from the federal statutory rate as follows:

 

     2012     2011     2010  

Federal tax at statutory rate

     34.00   $ (2,483     34.00   $ (1,844     34.00   $ (1,290

Federal R&D credit

     0.08        (6     6.11        (332     9.03        (343

Valuation allowance

     (31.98     2,336        (37.09     2,012        (29.45     1,118   

State income taxes

     0.67        (49     2.90        (157     (3.12     118   

Foreign NOL rate change

     1.40        (102     —          —          (3.29     125   

Foreign tax rate differential

     (1.94     142        (1.49     81        (3.63     138   

Other

     (2.91     212        (5.00     271        (4.04     153   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effective tax rate

     (0.68 )%    $ 50        (0.57 )%    $ 31        (0.50 )%    $ 19   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The Company’s pre-tax book loss for AtriCure, Inc. and its subsidiary, AtriCure Europe B.V., was ($5,909) and ($1,575), respectively, for 2012, ($4,530) and ($895), respectively, for 2011 and ($2,240) and ($1,533), respectively, for 2010.

The Company currently has not had to accrue interest and penalties related to unrecognized tax benefits. However, when or if the situation occurs, the Company will recognize interest and penalties within the income tax expense (benefit) line in the accompanying Consolidated Statements of Operations and Comprehensive Loss and within the related tax liability line in the Consolidated Balance Sheets.

12. CONCENTRATIONS

During fiscal 2012, 2011 and 2010 approximately 19.6%, 20.9% and 19.4%, respectively, of the Company’s total net revenue was derived from its top ten customers. During 2012, 2011, and 2010 no customer accounted for more than 10% of the Company’s revenue.

The Company maintains cash and cash equivalents balances which at times exceed FDIC limits. As of December 31, 2012 $10,835 of the cash and cash equivalents balance was in excess of the FDIC limits.

13. EMPLOYEE BENEFIT PLANS

The Company sponsors the AtriCure, Inc. 401(k) Plan, a defined contribution plan covering substantially all employees of the Company (the “Plan”). The Plan was amended effective September 1, 2011 to reflect modifications to the Plan due to a change in Plan Administrator. Eligible employees may contribute up to $17 of their pre-tax annual compensation (up to $22 for participants over age 50). During 2012 and 2011, the Company made matching contributions of 25% of the first 6% of employee contributions to the Plan. Employer contributions to the Plan were suspended during 2010. The Company’s matching contributions expensed during 2012 and 2011 were $234 and $221, respectively. Additional amounts may be contributed to the Plan at the discretion of the Company’s board of directors. No such discretionary contributions were made during 2012, 2011 or 2010.

14. EQUITY COMPENSATION PLANS

The Company has several share-based incentive plans: the 2001 Stock Option Plan (the “2001 Plan”), the 2005 Equity Incentive Plan (the “2005 Plan”) and the 2008 Employee Stock Purchase Plan (the “ESPP”).

 

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2001 Plan and 2005 Plan

The 2001 Plan is no longer used for granting incentives. Under the 2005 Plan, the Board of Directors may grant incentive stock options to employees and any parent or subsidiary’s employees, and may grant nonstatutory stock options, restricted stock, stock appreciation rights, performance units or performance shares to employees, directors and consultants of the Company and any parent or subsidiary’s employees, directors and consultants. The administrator (currently the Compensation Committee of the Board of Directors) has the power to determine the terms of any awards, including the exercise price of options, the number of shares subject to each award, the exercisability of the awards and the form of consideration.

Options granted under the 2001 Plan and the 2005 Plan generally expire ten years from the date of grant. Options granted from the 2001 Plan are generally exercisable beginning one year from the date of grant in cumulative yearly amounts of 25% of the shares granted. Options granted from the 2005 Plan generally vest at a rate of 25% on the first anniversary date of the grant and ratably each month thereafter. Restricted stock awards granted under the 2005 Plan vest 25% annually over four years from date of grant.

As of December 31, 2012 6,344 shares of common stock had been reserved for issuance under the 2005 Plan. The shares authorized for issuance under the 2005 Plan include (a) shares reserved but unissued under the 2001 Plan as of August 10, 2005, (b) shares returned to the 2001 Plan as the result of the termination of options or the repurchase of shares issued under such plan, and (c) annual increases in the number of shares available for issuance on the first day of each year equal to the lesser of:

 

   

3.25% of the outstanding shares of common stock on the first day of the fiscal year;

 

   

825 shares; or

 

   

an amount the Company’s Board of Directors may determine.

On January 1, 2012 an additional 532 shares were authorized for issuance under the 2005 Plan, representing 3.25% of the outstanding shares on that date. As of December 31, 2012 there were 432 shares available for future grants under the plans.

Activity under the plans during 2012 was as follows:

 

Stock Options

   Number of
Shares
Outstanding
    Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Term
     Aggregate
Intrinsic
Value
 

Outstanding at January 1, 2012

     2,536      $ 9.00         

Granted

     972        7.15         

Cancelled or forfeited

     (109     10.62         

Exercised

     (227     2.90         
  

 

 

   

 

 

       

Outstanding at December 31, 2012

     3,172      $ 8.81         5.19       $ 1,479   
  

 

 

   

 

 

    

 

 

    

 

 

 

Vested and expected to vest

     3,071      $ 8.86         5.06       $ 1,433   
  

 

 

   

 

 

    

 

 

    

 

 

 

Exercisable at December 31, 2012

     1,966      $ 9.58         3.20       $ 971   
  

 

 

   

 

 

    

 

 

    

 

 

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

Restricted Stock

   Number of
Shares
Outstanding
    Weighted
Average
Grant Date
Fair Value
           

Outstanding at January 1, 2012

     403      $ 7.68         

Awarded

     293        7.69         

Forfeited

     (49     8.36         

Released

     (143     6.61         
  

 

 

   

 

 

       

Outstanding at December 31, 2012

     504      $ 7.93         
  

 

 

   

 

 

       

Activity under the plans during 2011 was as follows:

 

Stock Options

   Number of
Shares
Outstanding
    Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Term
     Aggregate
Intrinsic
Value
 

Outstanding at January 1, 2011

     2,787      $ 7.82         

Granted

     264        12.26         

Cancelled or forfeited

     (78     8.06         

Exercised

     (437     3.63         
  

 

 

   

 

 

       

Outstanding at December 31, 2011

     2,536      $ 9.00         5.72       $ 6,667   
  

 

 

   

 

 

    

 

 

    

 

 

 

Vested and expected to vest

     2,514      $ 8.98         5.69       $ 6,635   
  

 

 

   

 

 

    

 

 

    

 

 

 

Exercisable at December 31, 2011

     1,970      $ 9.07         4.94       $ 5,002   
  

 

 

   

 

 

    

 

 

    

 

 

 

Restricted Stock

   Number of
Shares
Outstanding
    Weighted
Average
Grant Date
Fair Value
               

Outstanding at January 1, 2011

     372      $ 4.39         

Awarded

     189        11.61         

Forfeited

     (38     5.75         

Released

     (120     4.27         
  

 

 

   

 

 

       

Outstanding at December 31, 2011

     403      $ 7.68         
  

 

 

   

 

 

       

The total intrinsic value of options exercised during the years ended December 31, 2012, 2011 and 2010 was $1,338, $3,403 and $312, respectively. As a result of the Company’s tax position, no tax benefit was recognized related to the stock option exercises. For 2012, 2011 and 2010, $659, $1,588 and $353, respectively, in cash proceeds were included in the Company’s Consolidated Statements of Cash Flows as a result of the exercise of stock options. The total fair value of performance shares vested during 2012, 2011 and 2010 was $99, $1,243 and $0, respectively. The total fair value of restricted stock vested during 2012, 2011 and 2010 was $1,292, $1,457 and $981, respectively.

The exercise price per share of each option is equal to the fair market value of the underlying share on the date of grant. The Company issues registered shares of common stock to satisfy stock option exercises and restricted stock grants.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

The Company recognized expense related to stock options and restricted stock for 2012, 2011, and 2010 of $3,211, $2,617 and $2,178, respectively. As of December 31, 2012 there was $9,118 of unrecognized compensation costs related to non-vested stock option and restricted stock arrangements ($5,571 relating to stock options and $3,547 relating to restricted stock). This cost is expected to be recognized over a weighted-average period of 3.2 years for stock options and 2.7 years for restricted stock.

The Company awarded 225 performance options to its new President and CEO when he joined the Company in November 2012. The options expire ten years from the date of grant and vest in increments of 25 shares when the volume adjusted weighted average closing price of the common stock of the Company as reported by NASDAQ (or any other exchange on which the common stock of the Company is listed) for 30 consecutive days equals or exceeds each of $10.00 per share, $12.50 per share, $15.00 per share, $17.50 per share, $20.00 per share, $25.00 per share, $30.00 per share, $35.00 per share and $40.00 per share. In accordance with FASB ASC 718, a Monte Carlo simulation was performed to estimate the fair values, vesting terms and vesting probabilities for each tranche of options. Expense calculated using these estimates is being recorded over the estimated vesting terms. The Company recognized expense of $36 related to the performance options in 2012. As of December 31, 2012 there was $787 of unrecognized compensation costs related to non-vested performance options. This cost is expected to be recognized over a weighted-average period of 2.45 to 5.22 years. None of the market conditions were met as of December 31, 2012; therefore, none of the performance options were exercisable.

In conjunction with the departure of the Company’s Chief Financial Officer on April 30, 2012, the Company extended the vesting terms of the share-based compensation of this former employee. This extension resulted in a modification per FASB ASC 718. As such, the Company recorded $396 in incremental compensation expense during the second quarter of 2012.

In conjunction with the departure of the Company’s Chief Executive Officer on September 30, 2012, the Company extended the vesting terms of the share-based compensation of this former employee. This extension resulted in a modification per FASB ASC 718. As such, the Company recorded $522 in incremental compensation expense during the third quarter of 2012.

The Company has issued performance shares to certain employees and consultants to incent and reward them for the achievement of specified performance over various service periods. The participants receive awards for a specified number of shares of the Company’s common stock at the beginning of the award period, which entitles the participants to the shares at the end of the award period if achievement of the specified metrics and service requirements occurs. The Company released 10 and 111 performance shares (gross) during 2012 and 2011, respectively, related to the participants’ achievement of certain specified metrics. In accordance with FASB ASC 718, the Company estimates the number of shares to be issued based upon the probability that the performance metric and service period will be achieved. The fair value of the estimated award, based on the market value of the Company’s stock on the date of award, is expensed over the award period. The probability of meeting the specified metrics is reviewed quarterly. During 2012, 2011 and 2010 the Company recognized expense related to the performance shares of $0, $40 and $380 respectively. As of December 31, 2012, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements associated with performance shares.

Employee Stock Purchase Plan (ESPP)

During the second quarter of 2008 the Company established its 2008 Employee Stock Purchase Plan (“ESPP”) which is available to eligible employees as defined in the ESPP. Under the ESPP, shares of the Company’s common stock may be purchased at a discount (currently 15%) of the lesser of the closing price of

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

the Company’s common stock on the first trading day or the last trading day of the offering period. The offering period (currently six months) and the offering price are subject to change. Participants may not purchase more than $25 of the Company’s common stock in a calendar year and, effective January 1, 2009, may not purchase more than 1.5 shares during an offering period. Beginning on January 1, 2009 and on the first day of each fiscal year thereafter during the term of the ESPP, the number of shares available for sale under the ESPP shall be increased by the lesser of (i) two percent (2%) of the Company’s outstanding shares of common stock as of the close of business on the last business day of the prior calendar year, not to exceed 600 shares, or (ii) a lesser amount determined by the Board of Directors. At December 31, 2012, there were 774 shares available for future issuance under the ESPP. Share-based compensation expense with respect to the ESPP was $257, $273 and $194 for 2012 and 2011, and 2010, respectively.

Valuation and Expense Information Under FASB ASC 718

The following table summarizes share-based compensation expense related to employee share-based compensation under FASB ASC 718 for 2012, 2011 and 2010. This expense was allocated as follows:

 

     2012      2011      2010  

Cost of revenue

   $ 272       $ 161       $ 146   

Research and development expenses

     267         474         537   

Selling, general and administrative expenses

     2,929         2,296         2,070   
  

 

 

    

 

 

    

 

 

 

Total

   $ 3,468       $ 2,931       $ 2,753   
  

 

 

    

 

 

    

 

 

 

In calculating compensation expense, the fair value of the options is estimated on the grant date using the Black-Scholes model including the following assumptions:

 

     2012   2011   2010

Risk-free interest rate

   0.65 - 1.37%   1.59 - 2.78%   1.79 - 2.88%

Expected life of option (years)

   5.38 to 7.14   6.00 to 6.25   6.00 to 6.25

Expected volatility of stock

   69.00 - 71.00%   71.00 - 72.00%   66.00 - 71.00%

Weighted-average volatility

   69.50%   71.58%   69.30%

Dividend yield

   0.00%   0.00%   0.00%

For grants made before December 31, 2010 the Company’s estimate of volatility was weighted between the Company’s trading history and other companies in the industry. Beginning January 1, 2011 the Company’s estimate of volatility is based solely on the Company’s trading history. The risk-free interest rate assumption is based upon the U.S. treasury yield curve at the time of grant for the expected option life. The simplified method was utilized in determining the expected life of options prior to January 1, 2012. Since January 1, 2012 the Company has estimated the expected terms of options using historical employee exercise behavior adjusted for abnormal activity.

The fair value of restricted stock awards is based on the market value of the Company’s stock on the date of the awards.

Based on the assumptions noted above, the weighted average estimated grant date fair value per share of the stock options and restricted stock granted for 2012, 2011 and 2010 was as follows:

 

     2012      2011      2010  

Stock options

   $ 4.65       $ 8.01       $ 3.59   

Restricted stock

     7.69         11.61         5.69   

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

In calculating compensation expense for performance options, the fair value of the options is estimated on the grant date using a Monte Carlo simulation including the following assumptions:

 

Strike price

   $ 5.91   

Contractual term

     10.00   

Expected volatility of stock

     69.60

Expected rate of return

     1.75

Dividend yield

     0.00

The estimated contractual term is estimated considering that the performance options were issued to a high ranking executive of the Company and that they will be held until expiration. Expected volatility is estimated based on the Company’s trading history. The expected rate of return assumption is based upon the U.S. treasury yield curve at the time of grant for the expected option life.

Based on the assumptions noted above, the estimated grant date fair value per share of the performance options granted in 2012 was as follows:

 

       Price Target      Fair Value  

Tranche 1

   $ 10.00       $ 4.32   

Tranche 2

     12.50         4.30   

Tranche 3

     15.00         4.27   

Tranche 4

     17.50         4.23   

Tranche 5

     20.00         4.19   

Tranche 6

     25.00         4.10   

Tranche 7

     30.00         4.01   

Tranche 8

     35.00         3.92   

Tranche 9

     40.00         3.83   

Non-Employee Stock Compensation

The Company has issued nonstatutory common stock options to consultants to purchase shares of common stock as a form of compensation for services provided to the Company. Such options vest over a service period ranging from immediately to four years. After January 1, 2006 all stock options to non-employee consultants have a four year vesting period and vest at a rate of 25% on the first anniversary date of the grant and ratably each month thereafter.

The Company accounts for the options granted to non-employees prior to their vesting date in accordance with ASC 505-50, Equity-Based Payments to Non-Employees . Because these options do not contain specific performance provisions, there is no measurement date of fair value until the options vest. Therefore, the fair value of the options granted and outstanding prior to their vesting date is remeasured each reporting period. The fair value was determined using the Black-Scholes model. There were no non-employee stock options granted during 2012 and 2011. The values attributable to the non-vested portion of the non-employee stock options have been amortized over the service period on a graded vesting method and the vested portion of these stock options was remeasured at each vesting date. Stock compensation expense with respect to unvested non-employee stock options totaled $0, $8 and $19 for 2012, 2011 and 2010, respectively.

Once these non-employee stock option grants have fully vested, the awards no longer fall within the scope of ASC 505-50. Because the stock options require settlement by the Company’s delivery of registered shares and because the tax withholding provisions in the awards allow the stock options to be partially net-cash settled, these vested stock options are no longer eligible for equity classification and are, thus, accounted for as derivative

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

liabilities under FASB ASC 815 until the stock options are ultimately either exercised or forfeited. Accordingly, the vested non-employee stock options are classified as liabilities and remeasured at fair value through earnings at each reporting period. During 2012, 2011 and 2010, $179, $23 and ($165), respectively, of income (expense) was recorded as a result of the remeasurement of the fair value of these stock options. As of December 31, 2012 and 2011, respectively, fully vested stock options to acquire 38 and 34 shares of common stock held by non-employee consultants remained unexercised and a liability of $78 and $208 was included in accrued liabilities in the Consolidated Balance Sheets as of December 31, 2012 and 2011, respectively.

15. SEGMENT AND GEOGRAPHIC INFORMATION

The Company considers reporting segments in accordance with FASB ASC 280, “Segment Reporting.” The Company develops, manufactures, and sells devices designed primarily for the surgical ablation of cardiac tissue for the treatment of atrial fibrillation and systems designed for the exclusion of the left atrial appendage. These devices are developed and marketed to a broad base of medical centers in the United States and internationally. Management considers all such sales to be part of a single reportable segment.

Geographic revenue was as follows:

 

Revenue:    2012      2011      2010  

United States

   $ 52,616       $ 48,931       $ 47,518   

International

     17,631         15,471         11,488   
  

 

 

    

 

 

    

 

 

 

Total

   $ 70,247       $ 64,402       $ 59,006   
  

 

 

    

 

 

    

 

 

 

 

Revenue by product type was as follows:

 

Revenue:    2012      2011      2010  

Open-heart

   $ 32,880       $ 29,202       $ 29,024   

Minimally Invasive

     12,733         14,166         16,110   

AtriClip

     7,003         5,563         2,384   
  

 

 

    

 

 

    

 

 

 

Total United States

     52,616         48,931         47,518   

International

     17,631         15,471         11,488   
  

 

 

    

 

 

    

 

 

 

Total

   $ 70,247       $ 64,402       $ 59,006   
  

 

 

    

 

 

    

 

 

 

The majority of the Company’s long-lived assets are located in the United States.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(In Thousands, Except Per Share Amounts)

 

16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(Dollars in thousands, except per share data)

 

     For the Three Months Ended  
     March 31,     June 30,     September 30,     December 31,  
     2012     2011     2012     2011     2012     2011     2012     2011  

Operating Results:

                

Revenue

   $ 17,476      $ 15,637      $ 18,268      $ 16,780      $ 16,139      $ 15,222      $ 18,364      $ 16,763   

Gross profit

     12,752        11,893        12,711        12,278        11,549        11,085        13,002        11,740   

Loss from operations

     (1,496     (1,074     (1,320     (771     (2,529     (1,191     (1,852     (1,695

Net loss

     (1,620     (1,273     (1,326     (946     (2,567     (1,156     (2,020     (2,080

Net loss per share (basic and diluted)

   $ (0.10   $ (0.08   $ (0.08   $ (0.06   $ (0.16   $ (0.07   $ (0.12   $ (0.13

Amounts may not sum to consolidated totals for the full year due to rounding. Basic and diluted net loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly per share amounts will not necessarily equal the total for the year.

17. SUBSEQUENT EVENT

In January 2013 the Company completed a public offering of common stock under its July 2011 shelf registration. The Company sold 4.0 million shares of common stock, par value $0.001 per share, at a price of $7.25 per share to generate proceeds of $27.1 million after expenses. Offering costs were recorded in additional paid in capital to offset proceeds.

 

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