Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2019	Oct. 31, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-35280
Entity Registrant Name	VERICEL CORP
Entity Incorporation, State or Country Code	MI
Entity Tax Identification Number	94-3096597
Entity Address, Address Line One	64 Sidney Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02139
City Area Code	800
Local Phone Number	556-0311
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	VCEL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		44,694,512,000
Entity Central Index Key	0000887359
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 36,905	$ 18,286
Short-term investments	37,760	64,638
Accounts receivable (net of allowance for doubtful accounts of $643 and $514, respectively)	19,958	23,454
Inventory	6,823	3,558
Other current assets	3,272	2,847
Total current assets	104,718	112,783
Property and equipment, net	7,190	5,906
Right-of-use assets	25,619	0
Total assets	137,527	118,689
Current liabilities:
Accounts payable	5,281	7,108
Accrued expenses	6,960	6,930
Current portion of operating lease liabilities	2,836	0
Other liabilities	35	754
Total current liabilities	15,112	14,792
Operating lease liabilities	25,311	0
Other long-term liabilities	114	1,666
Total liabilities	40,537	16,458
COMMITMENTS AND CONTINGENCIES
Shareholders’ equity:
Common stock, no par value; shares authorized — 75,000; shares issued and outstanding — 44,520 and 43,578, respectively	485,141	471,180
Other comprehensive gain (loss)	29	(39)
Warrants	0	104
Accumulated deficit	(388,180)	(369,014)
Total shareholders’ equity	96,990	102,231
Total liabilities and shareholders’ equity	$ 137,527	$ 118,689

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 643	$ 514
Common stock, authorized (in shares)	75,000,000	75,000,000
Common stock, issued (in shares)	44,520,000	43,578,000
Common stock, outstanding (in shares)	44,520,000	43,578,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Product sales, net	$ 30,499	$ 22,484	$ 78,460	$ 59,522
Gross profit	21,175	14,346	51,474	35,991
Research and development	3,096	3,113	27,174	10,581
Selling, general and administrative	14,982	12,569	44,761	35,314
Total operating expenses	18,078	15,682	71,935	45,895
Income (loss) from operations	3,097	(1,336)	(20,461)	(9,904)
Other income (expense):
Increase (decrease) in fair value of warrants	0	420	0	(2,524)
Interest income	385	307	1,293	390
Interest expense	(2)	(460)	(6)	(1,340)
Other income (expense)	(10)	0	8	(1)
Total other income (expense)	373	267	1,295	(3,475)
Net income (loss)	$ 3,470	$ (1,069)	$ (19,166)	$ (13,379)
Earnings Per Share, Basic (in dollars per share)	$ 0.08	$ (0.02)	$ (0.44)	$ (0.34)
Weighted Average Number of Shares Outstanding, Basic (in shares)	44,251	42,925	43,979	39,163
Earnings Per Share, Diluted (in dollars per share)	$ 0.07	$ (0.02)	$ (0.44)	$ (0.34)
Weighted Average Number of Shares Outstanding, Diluted (in shares)	46,667	42,925	43,979	39,163
Product
Product sales, net	$ 30,499	$ 22,484	$ 78,460	$ 59,522
Cost of product sales	$ 9,324	$ 8,138	$ 26,986	$ 23,531

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 3,470	$ (1,069)	$ (19,166)	$ (13,379)
Other comprehensive income (loss):
Unrealized (loss) gain on investments	(9)	(18)	29	(18)
Comprehensive income (loss)	$ 3,461	$ (1,087)	$ (19,137)	$ (13,397)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Warrants Amounts	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2017		35,861
Beginning balance at Dec. 31, 2017	$ 22,540	$ 383,020	$ 397	$ 0	$ (360,877)
Increase (Decrease) in Shareholders' Equity
Net loss	(7,659)				(7,659)
Compensation expense related to stock options granted, net of forfeitures	1,348	$ 1,348
Stock option exercises (in shares)		253
Stock option exercises	851	$ 851
Shares issued under the Employee Stock Purchase Plan ( in shares )		28
Shares issued under the Employee Stock Purchase Plan	127	$ 127
Exercise of warrants resulting in the issuance of common stock (in shares)		360
Exercise of warrants resulting in issuance of common stock	1,727	$ 1,727
Net change in warrant valuation of exercised warrants	(2,001)	$ (2,001)
Ending balance (in shares) at Mar. 31, 2018		36,502
Ending balance at Mar. 31, 2018	20,935	$ 389,074	397	0	(368,536)
Beginning balance (in shares) at Dec. 31, 2017		35,861
Beginning balance at Dec. 31, 2017	22,540	$ 383,020	397	0	(360,877)
Increase (Decrease) in Shareholders' Equity
Net loss	(13,379)
Ending balance (in shares) at Sep. 30, 2018		43,170
Ending balance at Sep. 30, 2018	94,475	$ 468,447	302	(18)	(374,256)
Beginning balance (in shares) at Mar. 31, 2018		36,502
Beginning balance at Mar. 31, 2018	20,935	$ 389,074	397	0	(368,536)
Increase (Decrease) in Shareholders' Equity
Net loss	(4,651)				(4,651)
Compensation expense related to stock options granted, net of forfeitures	2,465	$ 2,465
Issuance of common stock, net of issuance costs (in shares)		5,750
Issuance of common stock, net of issuance costs	70,090	$ 70,090
Stock option exercises (in shares)		306
Stock option exercises	964	$ 964
Shares issued under the Employee Stock Purchase Plan ( in shares )		31
Shares issued under the Employee Stock Purchase Plan	148	$ 148
Exercise of warrants resulting in the issuance of common stock (in shares)		95
Exercise of warrants resulting in issuance of common stock	238	$ 333	(95)
Net change in warrant valuation of exercised warrants	(409)	$ (409)
Ending balance (in shares) at Jun. 30, 2018		42,684
Ending balance at Jun. 30, 2018	90,598	$ 463,483	302	0	(373,187)
Increase (Decrease) in Shareholders' Equity
Net loss	(1,069)				(1,069)
Compensation expense related to stock options granted, net of forfeitures	1,932	$ 1,932
Stock option exercises (in shares)		305
Stock option exercises	952	$ 952
Shares issued under the Employee Stock Purchase Plan ( in shares )		25
Shares issued under the Employee Stock Purchase Plan	200	$ 200
Change in unrealized gain (loss) on investments	(18)			(18)
Exercise of warrants resulting in the issuance of common stock (in shares)		156
Exercise of warrants resulting in issuance of common stock	751	$ 751
Net change in warrant valuation of exercised warrants	(1,129)	$ (1,129)
Ending balance (in shares) at Sep. 30, 2018		43,170
Ending balance at Sep. 30, 2018	94,475	$ 468,447	302	(18)	(374,256)
Beginning balance (in shares) at Dec. 31, 2018		43,578
Beginning balance at Dec. 31, 2018	102,231	$ 471,180	104	(39)	(369,014)
Increase (Decrease) in Shareholders' Equity
Net loss	(2,844)				(2,844)
Compensation expense related to stock options granted, net of forfeitures	2,628	$ 2,628
Stock option exercises (in shares)		228
Stock option exercises	780	$ 780
Shares issued under the Employee Stock Purchase Plan ( in shares )		19
Shares issued under the Employee Stock Purchase Plan	218	$ 218
Change in unrealized gain (loss) on investments	42			42
Ending balance (in shares) at Mar. 31, 2019		43,825
Ending balance at Mar. 31, 2019	103,055	$ 474,806	104	3	(371,858)
Beginning balance (in shares) at Dec. 31, 2018		43,578
Beginning balance at Dec. 31, 2018	102,231	$ 471,180	104	(39)	(369,014)
Increase (Decrease) in Shareholders' Equity
Net loss	(19,166)
Ending balance (in shares) at Sep. 30, 2019		44,520
Ending balance at Sep. 30, 2019	96,990	$ 485,141	0	29	(388,180)
Beginning balance (in shares) at Mar. 31, 2019		43,825
Beginning balance at Mar. 31, 2019	103,055	$ 474,806	104	3	(371,858)
Increase (Decrease) in Shareholders' Equity
Net loss	(19,792)				(19,792)
Compensation expense related to stock options granted, net of forfeitures	4,183	$ 4,183
Stock option exercises (in shares)		227
Stock option exercises	850	$ 850
Shares issued under the Employee Stock Purchase Plan ( in shares )		14
Shares issued under the Employee Stock Purchase Plan	211	$ 211
Change in unrealized gain (loss) on investments	35			35
Ending balance (in shares) at Jun. 30, 2019		44,066
Ending balance at Jun. 30, 2019	88,542	$ 480,050	104	38	(391,650)
Increase (Decrease) in Shareholders' Equity
Net loss	3,470				3,470
Compensation expense related to stock options granted, net of forfeitures	3,285	$ 3,285
Stock option exercises (in shares)		416
Stock option exercises	1,427	$ 1,427
Shares issued under the Employee Stock Purchase Plan ( in shares )		18
Shares issued under the Employee Stock Purchase Plan	275	$ 275
Change in unrealized gain (loss) on investments	(9)			(9)
Exercise of warrants resulting in the issuance of common stock (in shares)		20
Exercise of warrants resulting in issuance of common stock		$ 104	(104)
Ending balance (in shares) at Sep. 30, 2019		44,520
Ending balance at Sep. 30, 2019	$ 96,990	$ 485,141	$ 0	$ 29	$ (388,180)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Operating activities:
Net loss	$ (19,166)	$ (13,379)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization expense	1,174	1,133
Stock compensation expense	10,095	5,739
Change in fair value of warrants	0	2,524
Loss on sale of fixed assets	0	23
Foreign currency translation loss	21	49
Amortization of premiums and discounts on marketable securities	(529)	0
Non-cash lease cost	2,011	0
Change in operating assets and liabilities:
Inventory	(3,265)	155
Accounts receivable	3,496	2,742
Prepaid and other current assets	(425)	(758)
Accounts payable	(1,895)	(1,212)
Accrued expenses	30	19
Operating lease liabilities	(1,804)	0
Other assets and liabilities, net	(76)	(58)
Net cash used in operating activities	(10,333)	(3,023)
Investing activities:
Purchases of short-term investments	(46,303)	(44,480)
Maturities of short-term investments	73,777	0
Expenditures for property, plant and equipment	(2,255)	(2,101)
Net cash provided by (used in) investing activities	25,219	(46,581)
Financing activities:
Net proceeds from equity offering	0	70,028
Net proceeds from common stock issuance due to stock option exercises	3,762	3,310
Proceeds from exercise of warrants	0	2,716
Other	(29)	(23)
Net cash provided by financing activities	3,733	76,031
Net increase in cash and cash equivalents	18,619	26,427
Cash and cash equivalents at beginning of period	18,286	26,862
Cash and cash equivalents at end of period	$ 36,905	$ 53,289

Organization	9 Months Ended
Organization	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Vericel Corporation, a Michigan corporation (together with its consolidated subsidiaries referred to herein as the Company, Vericel, we, us or our), was incorporated in March 1989 and began employee-based operations in 1991. On May 30, 2014, Vericel completed the acquisition of certain assets and assumed certain liabilities of Sanofi, a French société anonyme (Sanofi), including all of the outstanding equity interests of Genzyme Biosurgery ApS (Genzyme Denmark or the Danish subsidiary) (now known as Vericel Denmark ApS), a wholly-owned subsidiary of Sanofi, and a portfolio of patents and patent applications of Sanofi and certain of its subsidiaries for purposes of acquiring the portion of the cell therapy and regenerative medicine business related to the MACI^®, Epicel^® and Carticel^® products. The Company is a fully integrated, commercial-stage biopharmaceutical company and currently markets MACI and Epicel in the U.S. and holds exclusive rights to commercialize NexoBrid^®in all countries of North America. The Company is a leader in advanced cell therapies for the sports medicine and severe burn care markets. MACI (autologous cultured chondrocytes on porcine collagen membrane) is an autologous cellularized scaffold product indicated for the repair of symptomatic, single or multiple full-thickness cartilage defects of the knee with or without bone involvement in adults. At the end of the second quarter of 2017, the Company removed Carticel(autologous cultured chondrocytes), an earlier generation autologous chrondocyte implant (ACI) product, from the market. The Company also markets Epicel(cultured epidermal autografts), a permanent skin replacement Humanitarian Use Device (HUD) for the treatment of adult and pediatric patients with deep-dermal or full-thickness burns greater than or equal to 30 percent of total body surface area (TBSA). In May 2019, the Company also entered into exclusive license and supply agreements with MediWound Ltd. (MediWound) to commercialize NexoBrid^®in all countries in North America. NexoBrid is a topically-administered biological product that enzymatically removes nonviable burn tissue, or eschar, in patients with deep partial and full-thickness thermal burns. NexoBrid is currently in clinical development in North America, and a U.S. Biologics License Application (BLA) currently is targeted for submission to the U.S. Food and Drug Administration (FDA) in the second quarter of 2020. The Company operates its business primarily in the U.S. in one reportable segment — the research, product development, manufacture and distribution of advanced therapies for use in the treatment of specific diseases. The accompanying condensed consolidated financial statements have been prepared on a basis, which assumes that the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2019, the Company has an accumulated deficit of $388.2 million and had net income of $3.5 million and a net loss of $19.2 million during the three and nine months ended September 30, 2019. The Company had cash and cash equivalents of $36.9 million, and short-term investments of $37.8 million as of September 30, 2019. The Company expects that existing cash, cash equivalents and short-term investments will be sufficient to support the Company's current operations through at least 12 months from the issuance of these financial statements. The Company may seek additional funding through debt or equity financings. However, the Company may not be able to obtain financing on acceptable terms or at all. The terms of any financing may adversely affect the holdings or the rights of the Company's shareholders.

Basis of Presentation

9 Months Ended

Sep. 30, 2019

Basis of Presentation [Abstract]

Basis of Presentation

The condensed consolidated balance sheet as of December 31, 2018 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying condensed consolidated financial statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 are unaudited and have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles in U.S. GAAP requires management to make estimates, judgments, and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary to state fairly the financial position and results of operations as of and for the periods indicated.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 26, 2019 (Annual Report).

Consolidated Statement of Cash Flows

The following table presents certain supplementary cash flows information for the nine months ended September 30, 2019 and 2018:



	Nine Months Ended September 30,
(In thousands)	2019		2018
Supplementary Cash Flows information:
Warrants exercised for common stock	$	104	$	3,538
Interest paid (net of interest capitalized)	6		1,161
Additions to equipment in process included in accounts payable	46		191
Right-of-use asset and lease liability recognized	2,338		—

Revenue

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue

Revenue Recognition and Net Product Sales

The Company recognizes product revenue from sales of MACI kits, MACI implants and Epicel grafts following the five step model in Accounting Standards Codification 606 Revenue Recognition (ASC 606).

MACI Kits

MACI kits are sold directly to hospitals based on contracted rates in the approved contract or sales order. The Company recognizes MACI kit revenue upon delivery of the biopsy kit at which time the customer (the facility) is in control of the kit. The kit provides the doctor the ability to biopsy a sampling of cells to provide to the Company that can be used later to manufacture the implant. The ordering of the kit does not obligate the Company to manufacture an implant nor does the receipt of the cell tissue. The customer’s order of an implant is separate from the process of ordering the kit. Therefore, the sale of the kit and any subsequent sale of an implant are distinct contracts and are accounted for separately.

MACI Implants

From July 1, 2017 until June 15, 2018 the Company sold MACI primarily to distributors and directly to hospitals or patients at contracted rates. Beginning on June 16, 2018, the Company contracted with a specialty pharmacy, Orsini Pharmaceutical Services, Inc. (Orsini) to distribute its MACI product in arrangements whereby the Company retains the credit and collection risk from the end customer. Since July 26, 2018, the Company has also contracted with AllCare Plus Pharmacy, Inc. (AllCare), a specialty pharmacy, in arrangements whereby the Company retains the credit and collection risk from the end customer. The

Company pays both specialty pharmacies a fee for each patient to whom MACI is dispensed. Both Orsini and AllCare perform collection activities to receive payment from customers. The Company has engaged a third-party services provider to provide the patient support program to manage patient cases and to ensure complete and correct billing information is provided to the insurers and hospitals.

In addition, the Company also sells MACI directly to DMS Pharmaceutical (DMS) for all military implants. The sales directly to DMS are sold at a contracted rate.

Prior authorization and confirmation of coverage level by the patient’s private insurance plan, hospital or government payer is a prerequisite to the shipment of product to a patient. The Company recognizes product revenues from sales of all MACI implants upon delivery at which time the customer obtains control of the implant and the claim is billable. The total consideration which the Company expects to collect in exchange for MACI implants (the transaction price) may be fixed or variable. Direct sales to hospitals or distributors are recorded at a contracted price, and other than customary prompt pay discounts, there are typically no forms of variable consideration.

When the Company sells MACI, the patient is responsible for payment, however, the Company is typically reimbursed by a third-party insurer or government payer, subject to a patient co-pay amount. Reimbursements from third-party insurers and government payers vary by patient and payer and are based on either contracted rates, publicly available rates, government fee schedules or past payer precedents. Net product revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from the transaction. The Company estimates the amount of consideration it expects to receive for these transactions using the portfolio approach. These estimates include the impact of contractual allowances, which considers historical collection experience from both the payer and patient, denial rates and the terms of the Company’s contractual arrangements. The Company records a reduction to revenue at the time of sale for its estimate of the amount of consideration that will not be collected. The allowance for uncollectible consideration was $4.2 million as of September 30, 2019 and $2.0 million at December 31, 2018.

Changes in estimates of the transaction price are recorded through revenue in the period in which such change occurs. Changes in estimates related to prior period sales resulted in a $0.7 million and $0.4 million increase to revenue for the three and nine months ended September 30, 2019, respectively and an increase to revenue of $0.1 million and a decrease to revenue of $0.3 million for the three and nine months ended September 30, 2018, respectively.

Epicel

The Company sells Epicel directly to hospitals based on contracted rates stated in the approved contract or purchase order. Similar to MACI, there is no obligation to manufacture skin grafts upon receipt of a skin biopsy, and Vericel has no contractual right to receive payment until the product is delivered to the hospital. The Company recognizes product revenues from sales of Epicel upon delivery to the hospital at which time the customer is in control of the skin grafts and the claim is billable to the hospital.

Revenue by Product and Customer

The following table and description below reflect the products from which the Company generated its revenue:



	Three Months Ended September 30,				Nine Months Ended September 30,
Net revenue by product (in thousands)	2019		2018		2019		2018
MACI implants and kits
Implants based on contracted rates sold to or through a specialty pharmacy ^(a)	$	11,779	$	11,102	$	34,555	$	26,257
Implants subject to third-party reimbursement sold through a specialty pharmacy ^(b)	4,030		1,612		10,584		5,468
Implants sold direct based on contracted rates ^(c)	3,039		2,632		9,715		8,715
Implants sold direct subject to third-party reimbursement ^(d)	573		490		1,176		1,070
Biopsy kits - direct bill	533		488		1,632		1,392
Change in estimates related to prior periods	656		125		353		(273		)
Epicel
Direct bill (hospital)	9,889		6,035		20,445		16,893
Total revenue	$	30,499	$	22,484	$	78,460	$	59,522

(a) Represents implants sold through Orsini or AllCare in which such specialty pharmacy has entered into a direct contract with the underlying insurance provider. The amount of reimbursement is based on contracted rates at the time of sale supported by the pharmacy's direct contract. Also represents sales directly to DMS based on a contracted rate. Prior to June 15, 2018, the sales to Orsini represented here were based on a fixed transfer price under the distribution model.

(b) Represents implants sold through Orsini or AllCare in which such specialty pharmacy does not have a direct contract with the underlying payer. The amount of reimbursement is established based on a payer or state fee schedule and/or payer history.

(c) Represents implants sold directly from the Company to the facility based on a contract and known price agreed upon prior to the surgery date.

(d) Represents implants sold directly from the Company to the facility based on a contract and known price agreed upon prior to the surgery date. The payment terms are subject to third-party reimbursement from an underlying insurance provider.

Concentration of Credit Risk

Prior to June 16, 2018 the company sold MACI primarily to its distributor Orsini at a fixed transfer price. Beginning June 16, 2018, the Company started retaining the credit and collection risk from the end customer on implants resulting in a decrease in risk concentration. The Company sells Epicel directly to hospitals and not through a distributor.

The Company's total revenue and accounts receivable balances were comprised of the following concentrations from its largest customer of MACI and Epicel based on customers whose revenue or accounts receivable concentration is greater than 10% in any of the periods disclosed below and are as follows:



	Revenue Concentration								Accounts Receivable Concentration
	Three Months Ended September 30,				Nine Months Ended September 30,				September 30,		December 31,
	2019		2018		2019		2018		2019		2018
MACI	—	%	—	%	—	%	24	%	—	%	2	%
Epicel	10	%	5	%	9	%	9	%	6	%	4	%

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

The Company leases facilities in Ann Arbor, Michigan and Cambridge, Massachusetts. The Cambridge facility includes clean rooms, laboratories for MACI and Epicel manufacturing and office space. The Company also leases offsite warehouse space, vehicles and computer equipment.

The Company adopted the new leasing standards using the modified retrospective transition approach, as of January 1, 2019, with no restatement of prior periods. As a result of adoption, no cumulative adjustment to retained earnings occurred. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. Certain of the Company’s lease agreements include lease payments that are adjusted periodically for an index or rate. The leases are initially measured using the projected payments adjusted for the index or rate in effect at the commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption all operating lease commitments with a lease term greater than 12 months that were previously assessed under previous lease guidance, were recognized as right to use assets and liabilities, on a discounted basis on the balance sheet. Leases with an initial term of 12 months or less are not recorded on the balance sheet and for the nine months ended September 30, 2019, lease expense of less than $0.1 million was recorded related to short-term leases for both the three and nine months ended September 30, 2019.

Adoption of ASU 2016-02 resulted in the recording of additional right-of-use assets and lease liabilities of approximately $25.6 million and $27.8 million, respectively, as of January 1, 2019. There was an immaterial impact on the Company's consolidated net earnings and cash flows upon adoption. The contribution toward the cost of tenant improvements is recorded as a reduction of the operating lease assets and reclassed from deferred rent to lease operating assets. For the three and nine months ended September 30, 2019, the Company recognized $1.4 million and $4.0 million of operating lease expense and less than $0.1 million of financing lease expense, respectively. For the three and nine months ending September 30, 2018 (as reported under the prior leasing guidance) the Company recognized $1.3 million and $3.9 million of operating lease expense and less than $0.1 million of financing lease expense, respectively. The Company's leases contain non-lease components and activities that do not transfer a good or service to the Company. The Company elected not to combine lease and non-lease components and therefore non-lease costs were not included in the net lease assets or lease liabilities.

Total leased assets and liabilities as reassessed under the updated guidance and classified on the balance sheet, as of September 30, 2019 are as follows:



(In thousands)	Classification	September 30, 2019
Assets
Operating	Right-of-use assets	$	25,619
Finance	Property and equipment, net	157
		$	25,776
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	2,836
Finance	Other liabilities	35
		$	2,871
Non-current
Operating	Operating lease liabilities	$	25,311
Finance	Other long-term liabilities	114
		$	25,425

Cash paid for amounts included in the measurement of the Company's operating lease liabilities was $3.6 million for the nine months ended September 30, 2019.

Maturity of lease liabilities as of September 30, 2019 are as follows:



(In thousands)	Operating Leases			Finance Leases			Total
2019	$	1,324		$	—		$	1,324
2020	5,336			41			5,377
2021	5,255			41			5,296
2022	5,309			41			5,350
2023	5,292			41			5,333
2024	5,302			—			5,302
Thereafter	11,269			—			11,269
Total lease payments	39,087			164			39,251
Less: Interest	(10,940		)	(15		)	(10,955		)
Present value of lease liabilities	$	28,147		$	149		$	28,296

An explicit rate is not provided for some of the Company's leases, therefore the Company uses a mix of incremental borrowing rate based on the information available at commencement date, as well as implicit and explicit rates in determining the present value of lease payments.

The Company has options to renew lease terms for facilities and other assets. The exercise of lease renewal options is generally at the Company's sole discretion. The Company evaluates renewal and termination options at the lease commencement date to determine if it is reasonably certain to exercise the option on the basis of economic factors. For certain leases, the Company's exercise of the renewal option was determined to be probable and the renewal period was accordingly included in the lease term and related calculations. Lease terms and discount rates as of September 30, 2019 are as follows:



	September 30, 2019
Weighted average remaining lease term (years)
Operating leases	7.07
Finance leases	3.75
Weighted average discount rate
Operating leases	9.46	%
Finance leases	5.00	%

Future minimum payments related to operating and capital leases, as reflected under the prior guidance, for the fiscal year ended December 31, 2018, are as follows with no changes from prior disclosure:



(In thousands)	Total		2019		2020		2021		2022		2023		More than 5 years
Operating leases	$	15,386	$	4,879	$	4,719	$	4,754	$	966	$	68	$	—
Capital leases	205		41		41		41		41		41		—
Total	$	15,591	$	4,920	$	4,760	$	4,795	$	1,007	$	109	$	—

Leases

Total leased assets and liabilities as reassessed under the updated guidance and classified on the balance sheet, as of September 30, 2019 are as follows:



(In thousands)	Classification	September 30, 2019
Assets
Operating	Right-of-use assets	$	25,619
Finance	Property and equipment, net	157
		$	25,776
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	2,836
Finance	Other liabilities	35
		$	2,871
Non-current
Operating	Operating lease liabilities	$	25,311
Finance	Other long-term liabilities	114
		$	25,425

Cash paid for amounts included in the measurement of the Company's operating lease liabilities was $3.6 million for the nine months ended September 30, 2019.

Maturity of lease liabilities as of September 30, 2019 are as follows:



(In thousands)	Operating Leases			Finance Leases			Total
2019	$	1,324		$	—		$	1,324
2020	5,336			41			5,377
2021	5,255			41			5,296
2022	5,309			41			5,350
2023	5,292			41			5,333
2024	5,302			—			5,302
Thereafter	11,269			—			11,269
Total lease payments	39,087			164			39,251
Less: Interest	(10,940		)	(15		)	(10,955		)
Present value of lease liabilities	$	28,147		$	149		$	28,296



	September 30, 2019
Weighted average remaining lease term (years)
Operating leases	7.07
Finance leases	3.75
Weighted average discount rate
Operating leases	9.46	%
Finance leases	5.00	%



(In thousands)	Total		2019		2020		2021		2022		2023		More than 5 years
Operating leases	$	15,386	$	4,879	$	4,719	$	4,754	$	966	$	68	$	—
Capital leases	205		41		41		41		41		41		—
Total	$	15,591	$	4,920	$	4,760	$	4,795	$	1,007	$	109	$	—

Stock-based Compensation

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

Stock Option, Restricted Stock Units and Equity Incentive Plans

The Company has historically had various stock incentive plans and agreements that provide for the issuance of nonqualified and incentive stock options as well as other equity awards. Such awards may be granted by the Company’s Board of Directors to certain of the Company’s employees, directors and consultants.

Options and restricted stock units granted to employees and non-employees under these plans expire no later than ten years from the date of grant and generally become exercisable over a four year period, under a graded-vesting methodology for stock options and annually on the anniversary grant date for restricted stock units, following the date of grant. The Company generally issues new shares upon the exercise of stock options or vesting of restricted stock units. For certain non-employee consultants, stock option awards continue to vest post-termination. The guidance for non-employee stock compensation accounting for equity-classified awards was updated, and these awards are now subject to fixed grant date fair value principles which eliminates the variable mark-to-market accounting. The options were valued as of the adoption date of July 1, 2018.

The 2019 Omnibus Incentive Plan (2019 Plan) was approved on May 1, 2019 and provides incentives through the grant of stock options, stock appreciation rights, restricted stock awards and restricted stock units. The exercise price of stock options

granted under the 2019 Plan shall not be less than the fair market value of the Company’s common stock on the date of grant. The 2019 Plan replaced the 1992 Stock Option Plan, the 2001 Stock Option Plan, the Amended and Restated 2004 Equity Incentive Plan, the 2009 Second Amended and Restated Omnibus Incentive Plan and the 2017 Omnibus Incentive Plan (Prior Plans), and no new awards have been granted under the Prior Plans after approval. However, the expiration or forfeiture of options previously granted under the Prior Plans will increase the number of shares available for issuance under the 2019 Plan.

As of September 30, 2019, there were 3,605,081 shares available for future grant under the 2019 Plan.

Employee Stock Purchase Plan

Employees are able to purchase stock under the Vericel Corporation Employee Stock Purchase Plan (ESPP). The ESPP allows for the issuance of an aggregate of 1,000,000 shares of common stock of which 576,723 have been issued since the inception of the plan in 2015. Participation in this plan is available to substantially all employees. The ESPP is a compensatory plan accounted for under the expense recognition provisions of the share-based payment accounting standards. Compensation expense is recorded based on the fair market value of the purchase options at the grant date, which corresponds to the first day of each purchase period and is amortized over the purchase period. On October 1, 2019, employees purchased 17,746 shares resulting in proceeds from the sale of common stock of $0.2 million under the ESPP.

Service-Based Stock Options

During the three and nine months ended September 30, 2019, the Company granted 111,600 and 1,750,110 service-based options to purchase common stock. The options have an exercise price equal to the fair market value per share of common stock on the grant date, generally vest over four years (other than non-employee director options which vest over one year) and have a term of ten years. The Company issues new shares upon the exercise of stock options. The weighted average grant-date fair value of service-based options granted under the 2017 Omnibus Incentive Plan and 2019 Plan for the three and nine month periods ended September 30, 2019 was $13.28 and $12.77, respectively and $10.90 and $9.62, respectively, for the same periods in 2018.

Restricted Stock Units

During the nine months ended September 30, 2019, the Company granted 186,922 service-based restricted stock units. The restricted stock units vest annually over four years in equal installments commencing on the first anniversary of the grant date (other than non-employee director options which vest over one year from the grant date). The Company issues new shares upon the vesting of restricted stock units. Restricted stock awards are recorded at fair value at the date of grant, which is based on the closing share price on the grant date. Compensation expense is recorded for restricted stock units that are expected to vest based on their fair value at grant date and is amortized over the expected vesting period. The weighted average grant-date fair value of restricted stock units awarded for the nine months ended September 30, 2019 was $17.71. The total grant-date fair value of restricted stock units granted in the nine months ended September 30, 2019 was $3.3 million. No restricted stock units were granted in 2018.

Stock Compensation Expense

Non-cash stock-based compensation expense (employee stock purchase plan, service-based stock options and restricted stock units) included in cost of goods sold, research and development expenses and selling, general and administrative expenses is summarized in the following table:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2019		2018		2019		2018
Cost of goods sold	$	543	$	284	$	1,519	$	820
Research and development	583		365		1,993		1,282
Selling, general and administrative	2,159		1,283		6,583		3,637
Total non-cash stock-based compensation expense	$	3,285	$	1,932	$	10,095	$	5,739

The fair value of each service-based stock option grant for the reported periods is estimated on the date of the grant using the Black-Scholes option-pricing model using the weighted average assumptions noted in the following table.



	Nine Months Ended September 30,
Service-Based Stock Options	2019		2018
Expected dividend rate	—	%	—	%
Expected stock price volatility	79.5-85.5%		82.3-88.3%
Risk-free interest rate	1.4-2.7%		2.4-2.9%
Expected life (years)	5.3-6.3		5.3-6.3

Cash Equivalents and Investments

9 Months Ended

Sep. 30, 2019

Investments, Debt and Equity Securities [Abstract]

Cash Equivalents and Investments

Marketable debt securities are classified as available-for-sale and carried at fair value in the accompanying consolidated balance sheets on a settlement date basis. The following tables summarize the gross unrealized gains and losses of the Company’s marketable securities as of September 30, 2019 and December 31, 2018:



	September 30, 2019
			Gross Unrealized
(In thousands)	Amortized Cost		Gains		Losses		Fair Value
Money market funds	$	19,431	$	—	$	—	$	19,431
Commercial paper	13,018		—		—		13,018
Corporate notes	13,549		19		—		13,568
U.S. government securities	6,986		6		—		6,992
U.S. asset-backed securities	4,178		4		—		4,182
	$	57,162	$	29	$	—	$	57,191
Classified as:
Cash equivalents							$	19,431
Short-term investments							37,760
							$	57,191



	December 31, 2018
			Gross Unrealized
(In thousands)	Amortized Cost		Gains		Losses			Fair Value
Money market funds	$	5,838	$	—	$	—		$	5,838
Repurchase agreements	5,000		—		—			5,000
Commercial paper	30,710		—		—			30,710
Corporate notes	13,168		—		(24		)	13,144
U.S. government securities	10,167		—		(1		)	10,166
U.S. asset-backed securities	10,632		—		(14		)	10,618
	$	75,515	$	—	$	(39	)	$	75,476
Classified as:
Cash equivalents								$	10,838
Short-term investments								64,638
								$	75,476

At December 31, 2018, the Company invested $5.0 million in overnight repurchase agreement securities classified as cash equivalents on the balance sheet. As of September 30, 2019, no amounts were invested in overnight repurchase agreements.

There were no marketable securities that the Company considers to be other-than-temporarily impaired as of September 30, 2019. The Company's investment strategy is to buy short-duration marketable securities with a high credit rating. As of September 30, 2019, all marketable securities held by the Company had remaining contractual maturities of one year or less.

If any adjustment to fair value reflects a decline in the value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other than temporary,” including the Company's intention to sell and, if so, mark the investment to market through a charge to our consolidated statements of operations. There have been no impairments of the Company’s assets measured and carried at fair value during the nine months ended September 30, 2019.

Fair Value Measurements

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company’s fair value measurements are classified and disclosed in one of the following three categories:


•	Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;


•	Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and


•	Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

There was no movement between Level 1 and Level 2 or between Level 2 and Level 3 from December 31, 2018 to September 30, 2019. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The commercial paper, corporate notes, government securities and asset-backed securities are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The following table summarizes the valuation of the Company’s financial instruments that are measured at fair value on a recurring basis:



	September 30, 2019								December 31, 2018
			Fair value measurement category								Fair value measurement category
(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Money market funds	$	19,431	$	19,431	$	—	$	—	$	5,838	$	5,838	$	—	$	—
Repurchase agreements	—		—		—		—		5,000		—		5,000		—
Commercial paper	13,018		—		13,018		—		30,710		—		30,710		—
Corporate notes	13,568		—		13,568		—		13,144		—		13,144		—
U.S. government securities	6,992		—		6,992		—		10,166		—		10,166		—
U.S. asset-backed securities	4,182		—		4,182		—		10,618		—		10,618		—
	$	57,191	$	19,431	$	37,760	$	—	$	75,476	$	5,838	$	69,638	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Recent Accounting Pronouncements - (Policies)	9 Months Ended
Recent Accounting Pronouncements - (Policies)	Sep. 30, 2019
Accounting Policies [Abstract]
Accounting for Leases	Accounting for Leases The Financial Accounting Standards Board (FASB) issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In accordance with the updated guidance, lessees are required to recognize the assets and liabilities arising from operating leases on the balance sheet. The guidance is effective for annual reporting periods beginning after December 15, 2018. The leasing Accounting Standard Update 2016-02 became effective for the Company on January 1, 2019 and was adopted using the modified retrospective method. See note 7 for further discussion.
Measuring Credit Losses on Financial Instruments	Measuring Credit Losses on Financial Instruments The FASB issued updated guidance on measuring credit losses on financial instruments. The guidance removes the probable loss thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities and available-for-sale debt securities with unrealized losses. Prior to the updated guidance, credit losses are recognized when it is probable that the loss has been incurred. Companies are required to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that a company expected to collect over the instrument’s contractual life. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The guidance is effective for annual reporting periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact to its consolidated financial statements.

Revenue - (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Schedule of revenue by product and customer

The following table and description below reflect the products from which the Company generated its revenue:



	Three Months Ended September 30,				Nine Months Ended September 30,
Net revenue by product (in thousands)	2019		2018		2019		2018
MACI implants and kits
Implants based on contracted rates sold to or through a specialty pharmacy ^(a)	$	11,779	$	11,102	$	34,555	$	26,257
Implants subject to third-party reimbursement sold through a specialty pharmacy ^(b)	4,030		1,612		10,584		5,468
Implants sold direct based on contracted rates ^(c)	3,039		2,632		9,715		8,715
Implants sold direct subject to third-party reimbursement ^(d)	573		490		1,176		1,070
Biopsy kits - direct bill	533		488		1,632		1,392
Change in estimates related to prior periods	656		125		353		(273		)
Epicel
Direct bill (hospital)	9,889		6,035		20,445		16,893
Total revenue	$	30,499	$	22,484	$	78,460	$	59,522

(a) Represents implants sold through Orsini or AllCare in which such specialty pharmacy has entered into a direct contract with the underlying insurance provider. The amount of reimbursement is based on contracted rates at the time of sale supported by the pharmacy's direct contract. Also represents sales directly to DMS based on a contracted rate. Prior to June 15, 2018, the sales to Orsini represented here were based on a fixed transfer price under the distribution model.

(b) Represents implants sold through Orsini or AllCare in which such specialty pharmacy does not have a direct contract with the underlying payer. The amount of reimbursement is established based on a payer or state fee schedule and/or payer history.

(c) Represents implants sold directly from the Company to the facility based on a contract and known price agreed upon prior to the surgery date.

(d) Represents implants sold directly from the Company to the facility based on a contract and known price agreed upon prior to the surgery date. The payment terms are subject to third-party reimbursement from an underlying insurance provider.

Schedules of concentration of risk



	Revenue Concentration								Accounts Receivable Concentration
	Three Months Ended September 30,				Nine Months Ended September 30,				September 30,		December 31,
	2019		2018		2019		2018		2019		2018
MACI	—	%	—	%	—	%	24	%	—	%	2	%
Epicel	10	%	5	%	9	%	9	%	6	%	4	%

Selected Balance Sheet Components - (Tables)

9 Months Ended

Sep. 30, 2019

Balance Sheet Related Disclosures [Abstract]

Schedule of inventory

Inventory as of September 30, 2019 and December 31, 2018:



(In thousands)	September 30, 2019		December 31, 2018
Raw materials	$	5,730	$	2,872
Work-in-process	976		638
Finished goods	117		48
Inventory	$	6,823	$	3,558

Schedule of property and equipment, net

Property and equipment, net as of September 30, 2019 and December 31, 2018:



(In thousands)	September 30, 2019			December 31, 2018
Machinery and equipment	$	2,577		$	1,536
Furniture, fixtures and office equipment	775			775
Computer equipment and software	6,007			3,712
Leasehold improvements	4,631			4,587
Construction in process	1,716			2,801
Financing right-of-use lease	157			—
Total property and equipment, gross	15,863			13,411
Less: Accumulated depreciation	(8,673		)	(7,505		)
	$	7,190		$	5,906

Depreciation expense for the three and nine months ended September 30, 2019 was $0.4 million and $1.2 million and $0.3 million and $1.1 million for the same period in 2018.

Schedule of accounts payable and accrued expenses

Accrued expenses as of September 30, 2019 and December 31, 2018:



(In thousands)	September 30, 2019		December 31, 2018
Bonus related compensation	$	3,426	$	5,161
Employee related accruals	2,546		1,559
Other accrued expenses	988		210
	$	6,960	$	6,930

Leases - (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Assets And Liabilities

Total leased assets and liabilities as reassessed under the updated guidance and classified on the balance sheet, as of September 30, 2019 are as follows:



(In thousands)	Classification	September 30, 2019
Assets
Operating	Right-of-use assets	$	25,619
Finance	Property and equipment, net	157
		$	25,776
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	2,836
Finance	Other liabilities	35
		$	2,871
Non-current
Operating	Operating lease liabilities	$	25,311
Finance	Other long-term liabilities	114
		$	25,425

Maturity of lease liabilities

Maturity of lease liabilities as of September 30, 2019 are as follows:



(In thousands)	Operating Leases			Finance Leases			Total
2019	$	1,324		$	—		$	1,324
2020	5,336			41			5,377
2021	5,255			41			5,296
2022	5,309			41			5,350
2023	5,292			41			5,333
2024	5,302			—			5,302
Thereafter	11,269			—			11,269
Total lease payments	39,087			164			39,251
Less: Interest	(10,940		)	(15		)	(10,955		)
Present value of lease liabilities	$	28,147		$	149		$	28,296

Maturity of lease liabilities

Maturity of lease liabilities as of September 30, 2019 are as follows:



(In thousands)	Operating Leases			Finance Leases			Total
2019	$	1,324		$	—		$	1,324
2020	5,336			41			5,377
2021	5,255			41			5,296
2022	5,309			41			5,350
2023	5,292			41			5,333
2024	5,302			—			5,302
Thereafter	11,269			—			11,269
Total lease payments	39,087			164			39,251
Less: Interest	(10,940		)	(15		)	(10,955		)
Present value of lease liabilities	$	28,147		$	149		$	28,296

Lease term and discount rate

Lease terms and discount rates as of September 30, 2019 are as follows:



	September 30, 2019
Weighted average remaining lease term (years)
Operating leases	7.07
Finance leases	3.75
Weighted average discount rate
Operating leases	9.46	%
Finance leases	5.00	%

Schedule Of Future Minimum Rental Payments For Operating And Capital Leases



(In thousands)	Total		2019		2020		2021		2022		2023		More than 5 years
Operating leases	$	15,386	$	4,879	$	4,719	$	4,754	$	966	$	68	$	—
Capital leases	205		41		41		41		41		41		—
Total	$	15,591	$	4,920	$	4,760	$	4,795	$	1,007	$	109	$	—

Stock-based Compensation - (Tables)

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Schedule of non-cash stock-based compensation expense



	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2019		2018		2019		2018
Cost of goods sold	$	543	$	284	$	1,519	$	820
Research and development	583		365		1,993		1,282
Selling, general and administrative	2,159		1,283		6,583		3,637
Total non-cash stock-based compensation expense	$	3,285	$	1,932	$	10,095	$	5,739

Schedule of weighted average assumptions used to estimate fair value of each service-based stock option grant



	Nine Months Ended September 30,
Service-Based Stock Options	2019		2018
Expected dividend rate	—	%	—	%
Expected stock price volatility	79.5-85.5%		82.3-88.3%
Risk-free interest rate	1.4-2.7%		2.4-2.9%
Expected life (years)	5.3-6.3		5.3-6.3

Organization - Narrative (Details) $ in Thousands	3 Months Ended						9 Months Ended
Organization - Narrative (Details) $ in Thousands	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Sep. 30, 2019 USD ($) segment	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments \| segment							1
Accumulated deficit	$ 388,180						$ 388,180		$ 369,014
Net income (loss)	3,470	$ (19,792)	$ (2,844)	$ (1,069)	$ (4,651)	$ (7,659)	(19,166)	$ (13,379)
Cash and cash equivalents	36,905						36,905		18,286
Short-term investments	$ 37,760						$ 37,760		$ 64,638

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Basis of Presentation - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Basis of Presentation [Abstract]
Warrants exercised for common stock	$ 104	$ 3,538
Interest paid (net of interest capitalized)	6	1,161
Additions to equipment in process included in accounts payable	46	191
Right-of-use asset and lease liability recognized	$ 2,338	$ 0

Revenue - Revenue by product and customer (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Product sales, net	$ 30,499	$ 22,484	$ 78,460	$ 59,522
Accounting Standards Update 2014-09 \| Difference between Revenue Guidance in Effect before and after Topic 606
Disaggregation of Revenue [Line Items]
Product sales, net				(273)
Implants \| Contracted rate \| Third party distributor
Disaggregation of Revenue [Line Items]
Product sales, net	11,779	11,102	34,555	26,257
Implants \| Contracted rate \| Provider or Facility
Disaggregation of Revenue [Line Items]
Product sales, net	3,039	2,632	9,715	8,715
Implants \| Time-and-materials Contract \| Third party distributor
Disaggregation of Revenue [Line Items]
Product sales, net	4,030	1,612	10,584	5,468
Implants \| Time-and-materials Contract \| Time-and-materials Contract
Disaggregation of Revenue [Line Items]
Product sales, net	573	490	1,176	1,070
Biopsy kits \| Direct bill
Disaggregation of Revenue [Line Items]
Product sales, net	533	488	1,632	1,392
Epicel \| Direct bill
Disaggregation of Revenue [Line Items]
Product sales, net	$ 9,889	$ 6,035	$ 20,445	$ 16,893

Revenue - Concentration of Credit Risk (Details) - Customer concentration	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
MACI \| Revenue Concentration
CONCENTRATION
Concentration risk	0.00%	0.00%	0.00%	24.00%
MACI \| Accounts Receivable Concentration
CONCENTRATION
Concentration risk			0.00%		2.00%
Epicel \| Revenue Concentration
CONCENTRATION
Concentration risk	10.00%	5.00%	9.00%	9.00%
Epicel \| Accounts Receivable Concentration
CONCENTRATION
Concentration risk			6.00%		4.00%

Selected Balance Sheet Components - Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory:
Raw materials	$ 5,730	$ 2,872
Work-in-process	976	638
Finished goods	117	48
Inventory	$ 6,823	$ 3,558

Selected Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Property and equipment, net:
Total property and equipment, gross	$ 15,863		$ 15,863		$ 13,411
Financing right-of-use lease	157		157		0
Less: Accumulated depreciation	(8,673)		(8,673)		(7,505)
Total, net	7,190		7,190		5,906
Depreciation and amortization	400	$ 300	1,200	$ 1,100
Machinery and equipment
Property and equipment, net:
Total property and equipment, gross	2,577		2,577		1,536
Furniture, fixtures and office equipment
Property and equipment, net:
Total property and equipment, gross	775		775		775
Computer equipment and software
Property and equipment, net:
Total property and equipment, gross	6,007		6,007		3,712
Leasehold improvements
Property and equipment, net:
Total property and equipment, gross	4,631		4,631		4,587
Construction in process
Property and equipment, net:
Total property and equipment, gross	$ 1,716		$ 1,716		$ 2,801

Selected Balance Sheet Components - Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Accounts payable and accrued expenses:
Bonus related compensation	$ 3,426	$ 5,161
Employee related accruals	2,546	1,559
Other accrued expenses	988	210
Total	$ 6,960	$ 6,930

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jan. 01, 2019
Leases [Abstract]
Short-term lease cost	$ 100		$ 100	$ 100
Net Lease Assets	25,776		25,776		$ 25,600
Lease Liability	28,296		28,296		$ 27,800
Operating Lease Expense	1,400	$ 1,300	4,000	$ 3,900
Finance lease expense	$ 100	$ 100
Measurement of Lease Liability			$ 3,600

Leases - Assets And Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
ASSETS
Right-of-use assets	$ 25,619		$ 0
Finance	157		0
Right Of Use Asset	25,776	$ 25,600
Current liabilities:
Operating	2,836		0
Finance	35
Lease Liability Current	2,871
Non-current
Operating	25,311		$ 0
Finance	114
Lease Liability Noncurrent	$ 25,425

Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019
Operating Leases
2019	$ 1,324
2020	5,336
2021	5,255
2022	5,309
2023	5,292
2024	5,302
Thereafter	11,269
Total lease payments	39,087
Less: Interest	(10,940)
Present value of lease liabilities	28,147
Finance Leases
2019	0
2020	41
2021	41
2022	41
2023	41
2024	0
Thereafter	0
Total lease payments	164
Less: Interest	(15)
Present value of lease liabilities	149
2019	1,324
2020	5,377
2021	5,296
2022	5,350
2023	5,333
2024	5,302
Thereafter	11,269
Total lease payments	39,251
Less: Interest	(10,955)
Present value of lease liabilities	$ 28,296	$ 27,800

Leases - Lease term and discount rate (Details)	Sep. 30, 2019
Leases [Abstract]
Operating Lease Term (in years)	7 years 25 days
Finance Lease Term (in years)	3 years 9 months
Operating Lease Discount Rate ( as a percent )	9.46%
Finance Lease Discount Rate ( as a percent )	5.00%

Leases - Schedule Prior To Adoption (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Operating leases
Total	$ 15,386
2019	4,879
2020	4,719
2021	4,754
2022	966
2023	68
More than 5 years	0
Capital leases
Total	205
2019	41
2020	41
2021	41
2022	41
2023	41
More than 5 years	0
Operating And Capital Leases [Abstract]
Total	15,591
2019	4,920
2020	4,760
2021	4,795
2022	1,007
2023	109
More than 5 years	$ 0

Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended						9 Months Ended		42 Months Ended
	Oct. 01, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2018
Stock-Based Compensation
Shares issued under the Employee Stock Purchase Plan		$ 275	$ 211	$ 218	$ 200	$ 148	$ 127
2004, 2001, 1992, and 2009 Plans
Stock-Based Compensation
Number of shares available for grant (in shares)		0						0
2017 Plan
Stock-Based Compensation
Number of shares available for grant (in shares)		3,605,081						3,605,081
Service-Based Stock Options
Stock-Based Compensation
Expiration period								10 years
Granted (in shares)		111,600						1,750,110
Vesting period								4 years
Grant date fair value (in dollars per share)		$ 13.28			$ 10.90			$ 12.77	$ 9.62
Restricted stock units, grant-date fair value								$ 3,300
Service-Based Stock Options \| Maximum
Stock-Based Compensation
Expiration period								10 years
Service-Based Stock Options \| Minimum
Stock-Based Compensation
Vesting period								4 years
Director options
Stock-Based Compensation
Vesting period								1 year
Employee Stock
Stock-Based Compensation
Employee Stock Purchase Plan, number of shares authorized (in shares)		1,000,000						1,000,000
Employee Stock Purchase Plan, grants since inception (in shares)										576,723
Restricted Stock Units (RSUs)
Stock-Based Compensation
Granted (in shares)								186,922	0
Grant date fair value (in dollars per share)								$ 17.71
Subsequent Event \| Employee Stock
Stock-Based Compensation
Shares issued under the Employee Stock Purchase Plan ( in shares )	17,746
Shares issued under the Employee Stock Purchase Plan	$ 200

Stock-based Compensation - Weighted average assumptions used to estimate fair value (Details) - Service-Based Stock Options	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Stock-Based Compensation
Expected dividend rate	0.00%	0.00%
Minimum
Stock-Based Compensation
Expected stock price volatility	79.50%	82.30%
Risk-free interest rate	1.40%	2.40%
Expected life	5 years 3 months 18 days	5 years 3 months 18 days
Maximum
Stock-Based Compensation
Expected stock price volatility	85.50%	88.30%
Risk-free interest rate	2.70%	2.90%
Expected life	6 years 3 months 18 days	6 years 3 months 18 days

Cash Equivalents and Investments - Schedule of Fair Value of Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 57,162	$ 75,515
Gains	29	0
Losses	0	(39)
Fair Value	57,191	75,476
Cash equivalents
Debt Securities, Available-for-sale [Line Items]
Fair Value	19,431	10,838
Short-term investments
Debt Securities, Available-for-sale [Line Items]
Fair Value	37,760	64,638
Money market funds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	19,431	5,838
Gains	0	0
Losses	0	0
Fair Value	19,431	5,838
Repurchase agreements
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		5,000
Gains		0
Losses		0
Fair Value		5,000
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	13,018	30,710
Gains	0	0
Losses	0	0
Fair Value	13,018	30,710
Corporate notes
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	13,549	13,168
Gains	19	0
Losses	0	(24)
Fair Value	13,568	13,144
U.S. government securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	6,986	10,167
Gains	6	0
Losses	0	(1)
Fair Value	6,992	10,166
U.S. asset-backed securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	4,178	10,632
Gains	4	0
Losses	0	(14)
Fair Value	$ 4,182	$ 10,618

Fair Value Measurements - Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets:
Assets, fair value	$ 57,191	$ 75,476
Level 1
Assets:
Assets, fair value	19,431	5,838
Level 2
Assets:
Assets, fair value	37,760	69,638
Level 3
Assets:
Assets, fair value	0	0
Money market funds
Assets:
Assets, fair value	19,431	5,838
Money market funds \| Level 1
Assets:
Assets, fair value	19,431	5,838
Money market funds \| Level 2
Assets:
Assets, fair value	0	0
Money market funds \| Level 3
Assets:
Assets, fair value	0	0
Repurchase agreements
Assets:
Assets, fair value	0	5,000
Repurchase agreements \| Level 1
Assets:
Assets, fair value	0	0
Repurchase agreements \| Level 2
Assets:
Assets, fair value	0	5,000
Repurchase agreements \| Level 3
Assets:
Assets, fair value	0	0
Commercial paper
Assets:
Assets, fair value	13,018	30,710
Commercial paper \| Level 1
Assets:
Assets, fair value	0	0
Commercial paper \| Level 2
Assets:
Assets, fair value	13,018	30,710
Commercial paper \| Level 3
Assets:
Assets, fair value	0	0
Corporate notes
Assets:
Assets, fair value	13,568	13,144
Corporate notes \| Level 1
Assets:
Assets, fair value	0	0
Corporate notes \| Level 2
Assets:
Assets, fair value	13,568	13,144
Corporate notes \| Level 3
Assets:
Assets, fair value	0	0
U.S. government securities
Assets:
Assets, fair value	6,992	10,166
U.S. government securities \| Level 1
Assets:
Assets, fair value	0	0
U.S. government securities \| Level 2
Assets:
Assets, fair value	6,992	10,166
U.S. government securities \| Level 3
Assets:
Assets, fair value	0	0
U.S. asset-backed securities
Assets:
Assets, fair value	4,182	10,618
U.S. asset-backed securities \| Level 1
Assets:
Assets, fair value	0	0
U.S. asset-backed securities \| Level 2
Assets:
Assets, fair value	4,182	10,618
U.S. asset-backed securities \| Level 3
Assets:
Assets, fair value	$ 0	$ 0

Net Earnings (Loss) Per Common Share - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator:
Net income (loss)	$ 3,470	$ (19,792)	$ (2,844)	$ (1,069)	$ (4,651)	$ (7,659)	$ (19,166)	$ (13,379)
Denominator:
Weighted Average Number of Shares Outstanding, Basic (in shares)	44,251			42,925			43,979	39,163
Weighted Average Number of Shares Outstanding, Diluted (in shares)	46,667			42,925			43,979	39,163
Earnings Per Share, Basic (in dollars per share)	$ 0.08			$ (0.02)			$ (0.44)	$ (0.34)
Earnings Per Share, Diluted (in dollars per share)	$ 0.07			$ (0.02)			$ (0.44)	$ (0.34)
Options
Denominator:
Aggregate number of common equivalent shares (related to options, warrants and preferred stock) excluded from diluted net loss per common share (in shares)	1,619			5,196			5,116	5,196
Restricted Stock
Denominator:
Aggregate number of common equivalent shares (related to options, warrants and preferred stock) excluded from diluted net loss per common share (in shares)							159
Warrants Amounts
Denominator:
Aggregate number of common equivalent shares (related to options, warrants and preferred stock) excluded from diluted net loss per common share (in shares)				112				112

Stock Purchase Warrants	9 Months Ended
Stock Purchase Warrants	Sep. 30, 2019
Warrants and Rights Note Disclosure [Abstract]
Stock Purchase Warrants	Stock Purchase Warrants The Company has historically issued warrants to purchase shares of the Company’s common stock in connection with certain of its common stock offerings. The fair value of the warrants as of December 31, 2018 were initially measured using the Black-Scholes valuation model. Inherent in the Black-Scholes valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock-based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. During the nine months ended September 30, 2019, the Company issued 19,808 shares of common stock upon the exercise of warrants with an exercise price of $4.27 per share. There are no outstanding warrants as of September 30, 2019.

Nexobrid License and Supply Agreements	9 Months Ended
Nexobrid License and Supply Agreements	Sep. 30, 2019
Related Party Transactions [Abstract]
Nexobrid License Agreement	NexoBrid License and Supply Agreements On May 6, 2019, the Company entered into exclusive license and supply agreements with MediWound Ltd. (MediWound) to commercialize NexoBrid^® and any improvements to Nexobrid in all countries of North America. NexoBrid is a topically-administered biological product that enzymatically removes nonviable burn tissue, or eschar, in patients with deep partial and full-thickness thermal burns. NexoBrid is currently in clinical development in North America, and pursuant to the terms of the license agreement, MediWound will continue to conduct all clinical activities described in the development plan to support the BLA filing with the United States Food and Drug Administration under the supervision of a Central Steering Committee comprised of members of each party. In May 2019, the Company paid MediWound $17.5 million in consideration of the license. The $17.5 million upfront payment was recorded to research and development expense in the nine months ended September 30, 2019 as the license is for registration-stage product rights and is considered in process research and development. The Company is also obligated to pay MediWound $7.5 million upon U.S. regulatory approval of the BLA for NexoBrid and up to $125 million contingent upon meeting certain sales milestones. The first sales milestone of $7.5 million would be triggered when annual net sales of NexoBrid or improvements to it in North America exceed $75 million. The Company also will pay MediWound tiered royalties on net sales ranging from high single-digit to low double-digit percentages, subject to customary reductions. The U.S. Biomedical Advanced Research and Development Authority (BARDA) has committed to procure NexoBrid, and the Company will pay a percentage of gross profits to MediWound on initial committed amounts and a royalty on any additional BARDA purchases of NexoBrid beyond the initial committed amount. The Company also entered into a supply agreement with MediWound under which MediWound will manufacture NexoBrid for the Company on a unit price basis which may be increased based on a published index. MediWound is obligated to supply the Company with NexoBrid for sale in North America on an exclusive basis for the first five years of the term of the supply agreement. After the exclusivity period or upon supply failure, the Company will be permitted to establish an alternate source of supply.

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Allowance for doubtful accounts	$ 4,200		$ 4,200		$ 2,000
Prior period sales	$ 656	$ 125	$ 353	$ (300)

Stock Purchase Warrants - Narrative (Details)	9 Months Ended
Stock Purchase Warrants - Narrative (Details)	Sep. 30, 2019 $ / shares shares
Stock Purchase Warrants
Exercise price \| $ / shares	$ 4.27
Expected rate
Stock Purchase Warrants
Measurement input	0
Warrants Amounts
Stock Purchase Warrants
Shares issued \| shares	19,808

Nexobrid License and Supply Agreements - Narrative (Details) - MediWound Ltd	May 31, 2019 USD ($)
Related Party Transaction [Line Items]
Payable	$ 17,500,000
Contingent Consideration	7,500,000
Max contingent consideration	125,000,000
Sales Initial Milestone	$ 75,000,000

Recent Accounting Pronouncements	9 Months Ended
Recent Accounting Pronouncements	Sep. 30, 2019
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements Accounting for Leases The Financial Accounting Standards Board (FASB) issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In accordance with the updated guidance, lessees are required to recognize the assets and liabilities arising from operating leases on the balance sheet. The guidance is effective for annual reporting periods beginning after December 15, 2018. The leasing Accounting Standard Update 2016-02 became effective for the Company on January 1, 2019 and was adopted using the modified retrospective method. See note 7 for further discussion. Measuring Credit Losses on Financial Instruments The FASB issued updated guidance on measuring credit losses on financial instruments. The guidance removes the probable loss thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities and available-for-sale debt securities with unrealized losses. Prior to the updated guidance, credit losses are recognized when it is probable that the loss has been incurred. Companies are required to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that a company expected to collect over the instrument’s contractual life. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The guidance is effective for annual reporting periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact to its consolidated financial statements.

Commitments and Contingencies - Narrative (Details) $ in Millions	Sep. 30, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Incentive from Lessor	$ 2.0
Deferred rent asset	$ 2.0