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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 Form 10-Q
 
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED: March 31, 2020 
or
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 001-35280
 
VERICEL CORPORATION
(Exact name of registrant as specified in its charter)
 
Michigan
 
94-3096597
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
64 Sidney Street
Cambridge, MA 02139
(Address of principal executive offices, including zip code) 

Registrant’s telephone number, including area code: (617) 588-5555 
 

 Securities registered pursuant to Section 12(b) of the Act: 
Title of Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock (No par value)
VCEL
NASDAQ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  No x
 
 
As of April 30, 2020, 45,110,635 shares of Common Stock, no par value per share, were outstanding. 


 
 
 





VERICEL CORPORATION
 QUARTERLY REPORT ON FORM 10-Q
 TABLE OF CONTENTS
 
 
 
Page
 
PART I - FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II — OTHER INFORMATION
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 1B.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
 
 
 

2



ITEM I - FINANCIAL INFORMATION
 
Item 1.                                                         Financial Statements

VERICEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands)
 
 
 
March 31,
 
December 31,
 
 
2020
 
2019
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
45,623

 
$
26,889

Short term investments
 
35,957

 
42,829

Accounts receivable (net of allowance for doubtful accounts of $223 and $306, respectively)
 
24,171

 
32,168

Inventory
 
7,282

 
6,816

Other current assets
 
3,504

 
2,953

Total current assets
 
116,537

 
111,655

Property and equipment, net
 
7,423

 
7,144

Restricted cash
 
89

 
89

Right-of-use assets
 
24,496

 
25,103

Long term investments
 
1,720

 
9,247

Total assets
 
$
150,265

 
$
153,238

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
6,400

 
$
6,345

Accrued expenses
 
6,149

 
7,948

Current portion of operating lease liabilities
 
5,535

 
5,461

Other liabilities
 
41

 
41

Total current liabilities
 
18,125

 
19,795

Operating lease liabilities
 
21,597

 
22,242

Other long-term liabilities
 
91

 
110

Total liabilities
 
39,813

 
42,147

COMMITMENTS AND CONTINGENCIES
 


 


Shareholders’ equity:
 
 

 
 

Common stock, no par value; shares authorized — 75,000; shares issued and outstanding — 44,963 and 44,864, respectively
 
$
493,774

 
$
489,749

Other comprehensive gain
 
62

 
21

Accumulated deficit
 
(383,384
)
 
(378,679
)
Total shareholders’ equity
 
110,452

 
111,091

Total liabilities and shareholders’ equity
 
$
150,265

 
$
153,238

 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


3



VERICEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share amounts)
 
 
 
Three Months Ended March 31,
 
 
2020
 
2019
Product sales, net
 
$
26,678

 
$
21,810

Cost of product sales
 
9,922

 
8,640

Gross profit
 
16,756

 
13,170

Research and development
 
3,763

 
3,008

Selling, general and administrative
 
18,069

 
13,520

Total operating expenses
 
21,832

 
16,528

Loss from operations
 
(5,076
)
 
(3,358
)
Other income (expense):
 
 

 
 

Interest income
 
306

 
480

Interest expense
 
(2
)
 
(2
)
Other income
 
67

 
36

Total other income (expense)
 
371

 
514

Net loss
 
$
(4,705
)
 
$
(2,844
)
Net loss per share attributable to common shareholders (Basic and Diluted)
 
$
(0.10
)
 
$
(0.07
)
Weighted average number of common shares outstanding (Basic and Diluted)
 
44,924

 
43,725

 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


4



VERICEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited, amounts in thousands)
 
 
 
March 31,
 
 
2020
 
2019
Net loss
 
$
(4,705
)
 
$
(2,844
)
Other comprehensive loss:
 
 
 
 
Unrealized gain on investments
 
41

 
42

Comprehensive loss
 
$
(4,664
)
 
$
(2,802
)
 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


5



VERICEL CORPORATION 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited, amounts in thousands)

 
Common Stock
 
Warrants
 
Accumulated Other Comprehensive Income
 
Accumulated Deficit
 
Total Shareholders' Equity
 
Shares
 
Amount
 
Amount
 
 
 
BALANCE, DECEMBER 31, 2019
44,864

 
$
489,749

 

 
$
21

 
$
(378,679
)
 
$
111,091

Net loss
 
 
 
 
 
 
 
 
(4,705
)
 
(4,705
)
Compensation expense related to stock options and restricted stock units granted, net of forfeitures
 
 
3,768

 
 
 
 
 
 
 
3,768

Stock option exercises
57

 
196

 
 
 
 
 
 
 
196

Shares issued under the Employee Stock Purchase Plan
20

 
224

 
 
 
 
 
 
 
224

Issuance of stock upon restricted stock unit vesting
36

 
 
 
 
 
 
 
 
 

Restricted stock withheld for employee tax remittance
(14
)
 
(163
)
 
 
 
 
 
 
 
(163
)
Unrealized gain on investments
 
 
 
 
 
 
41

 
 
 
41

BALANCE, MARCH 31, 2020
44,963

 
$
493,774

 

 
$
62

 
$
(383,384
)
 
$
110,452


 
Common Stock
 
Warrants
 
Accumulated Other Comprehensive Income
 
Accumulated Deficit
 
Total Shareholders' Equity
 
Shares
 
Amount
 
Amount
 
 
 
BALANCE, DECEMBER 31, 2018
43,578

 
$
471,180

 
$
104

 
$
(39
)
 
$
(369,014
)
 
$
102,231

Net loss
 
 
 
 
 
 
 
 
(2,844
)
 
(2,844
)
Compensation expense related to stock options and restricted stock units granted, net of forfeitures
 
 
2,628

 
 
 
 
 
 
 
2,628

Stock option exercises
228

 
780

 
 
 
 
 
 
 
780

Shares issued under the Employee Stock Purchase Plan
19

 
218

 
 
 
 
 
 
 
218

Unrealized gain on investments
 
 
 
 
 
 
42

 
 
 
42

BALANCE, MARCH 31, 2019
43,825

 
$
474,806

 
$
104

 
$
3

 
$
(371,858
)
 
$
103,055






6



VERICEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)
 
 
 
Three Months Ended March 31,
 
 
2020
 
2019
Operating activities:
 
 

 
 

Net loss
 
$
(4,705
)
 
$
(2,844
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
533

 
324

Stock compensation expense
 
3,768

 
2,628

Foreign currency translation loss
 
7

 
6

Amortization of premiums and discounts on marketable securities
 
(20
)
 
(215
)
Amortization and interest accretion related to operating leases
 
794

 
387

Changes in operating assets and liabilities:
 
 

 
 

Inventory
 
(466
)
 
(505
)
Accounts receivable
 
7,997

 
4,680

Prepaid and other current assets
 
(549
)
 
168

Accounts payable
 
(59
)
 
(1,368
)
Accrued expenses
 
(1,864
)
 
(2,751
)
Operating lease liabilities
 
(750
)
 
(310
)
Other non-current assets and liabilities, net
 

 
(46
)
Net cash provided by operating activities
 
4,686

 
154

Investing activities:
 
 

 
 

Purchases of short term investments
 
(5,676
)
 
(10,686
)
Maturities of short term investments
 
20,135

 
26,580

Expenditures for property, plant and equipment
 
(717
)
 
(232
)
Net cash provided by investing activities
 
13,742

 
15,662

Financing activities:
 
 

 
 

Net proceeds from common stock issuance due to stock option exercises
 
420

 
998

Payments on employee's behalf for taxes related to vesting of restricted stock unit awards
 
(97
)
 

Other
 
(17
)
 
(16
)
Net cash provided by financing activities
 
306

 
982

Net increase in cash, cash equivalents, and restricted cash
 
18,734

 
16,798

Cash, cash equivalents, and restricted cash at beginning of period
 
26,978

 
18,286

Cash, cash equivalents, and restricted cash at end of period
 
$
45,712

 
$
35,084

 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

7



VERICEL CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1.     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. The Company is a fully-integrated, commercial-stage biopharmaceutical company and is a leader in advanced cell therapies for the sports medicine and severe burn care markets. Vericel currently markets two cell therapy products, MACI® and Epicel®, in the United States. Vericel obtained both products in May 2014, as part of the acquisition of certain assets and the assumption of certain liabilities from Sanofi, a French société anonyme (Sanofi).

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. 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 comprising greater than or equal to 30 percent of total body surface area (TBSA). The Company operates its business primarily in the U.S. in one reportable segment — the research, product development, manufacture and distribution of biopharmaceuticals for use in the treatment of specific diseases.
COVID-19

The novel coronavirus (COVID-19) outbreak was first reported by China in late December 2019 and rapidly spread globally. The World Health Organization (WHO) declared the outbreak a pandemic on March 11, 2020 and the President of the United States declared a national health emergency two days later. Subsequently most states' governments, including those in Massachusetts and Michigan where the Company's operations are located, issued, and have subsequently extended orders requiring businesses that do not conduct essential services to temporarily close their physical workplaces to employees and customers. Vericel is currently deemed an essential business and, as a result, is exempt from these state orders in their current form.
Notwithstanding being an essential business, the Company’s business and operations have been, and are expected to continue to be, adversely impacted by the effects of COVID-19 as a result of various factors including, without limitation, the imposition of a widespread moratorium on the conduct of elective surgical procedures in the United States, the recent economic downturn due to the pandemic, the imposition of related public health measures and travel and business restrictions and disruptions to the ability of the Company’s employees to perform their jobs.
The implantation of MACI is an elective surgical procedure. On March 13, 2020 and March 14, 2020, the American College of Surgeons and United States Surgeon General, respectively, recommended that each hospital, health system, and surgeon minimize, postpone, or cancel electively scheduled surgeries, which has resulted in a reduction in MACI sales. The stated purpose for these recommendations was that every elective surgery could spread COVID-19 within a facility, use up personal protective equipment (PPE) which may be needed by healthcare workers treating COVID-19 patients, and burden hospital workforce who may be needed to respond to COVID-19. These recommendations were followed by numerous state level executive orders either banning or partially banning elective surgeries. By April 3, 2020, 31 U.S. states had issued executive mandates calling for the suspension of elective or non-essential surgeries. These 31 states represent an estimated 69% of total U.S. surgical capacity. In addition, 14 states had either announced recommendations by state health agencies or voluntary initiatives by hospitals in these states to suspend elective surgeries. These 14 states represent an estimated 28% of total U.S. surgical capacity. In total by early April 45 states, representing over 95% of total U.S. surgical capacity had issued either mandates or recommendations and guidelines suspending elective procedures.
As a result of these restrictions, beginning in mid-March 2020, the Company started to experience a significant increase in cancellations of scheduled MACI procedures as well as a slowdown in new MACI orders. The cancellations negatively impacted the Company’s results of operations for the quarter ended March 31, 2020. The Company’s MACI business will continue to be negatively impacted so long as multiple state orders remain in effect restricting elective surgical procedures. Epicel may be less directly impacted by the pandemic given the critical nature of severe burn injuries, however trauma injury admissions have also been reported to be reduced due to the various COVID-19 related restrictions. Given the rare nature of the severe burns Epicel treats, it is difficult to ascertain whether a similar decline is occurring with severe burns. In addition, any prolonged disruption of the Company’s employees, distributors, suppliers or customers will impact its sales and operating results that could lead to potential impairments to inventory and accounts receivable.

8




Going Concern

The accompanying 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 the satisfaction of liabilities and commitments in the normal course of business.  As of March 31, 2020, the Company has an accumulated deficit of $383.4 million and had a net loss of $4.7 million for the three months ended March 31, 2020.  The Company had cash and cash equivalents of $45.7 million and investments of $37.7 million as of March 31, 2020. The Company expects that existing cash, cash equivalents and investments will be sufficient to support the Company’s current operations through at least 12 months from the issuance of these financial statements. However, the continuing effects of the COVID-19 pandemic may require the Company to engage in layoffs, furloughs and/or reductions in salary, all of which may result in irrecoverable losses of customers and significantly impact long-term liquidity. If current elective surgery restrictions persist for 12 months or longer, the Company may need to access additional capital; however, the Company may not be able to obtain financing on acceptable terms or at all, particularly in light of the impact of COVID-19 on the global economy and financial markets. The terms of any financing may adversely affect the holdings or the rights of the Company’s shareholders.

2. Basis of Presentation
 
The accompanying condensed consolidated financial statements as of March 31, 2020 and for the three months ended March 31, 2020 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. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on our customers. We have made estimates of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates. As of March 31, 2020, the Company has not recorded impairments to inventory, other current assets or longed-lived assets as a result of the COVID-19 pandemic and does not expect material impairments in the future. The Company has assessed the impact of COVID-19 on accounts receivables (see note 4) and investments (see note 8).
 
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, 2019 as filed with the SEC on February 25, 2020 (Annual Report).

Consolidated Statement of Cash Flows

The following table presents certain supplementary cash flows information for the three months ended March 31, 2020 and 2019:
 
Three Months Ended March 31,
(In thousands)
2020
 
2019
Supplementary Cash Flows information:
 
 
 
Non-cash information:
 
 
 
Right-of-use asset and lease liability recognized
326

 
185

Additions to equipment in process included in accounts payable
105

 
455

Restricted shares held for employee tax remittance included in accounts payable
66

 



Total cash, cash equivalents, and restricted cash of $45.7 million as of March 31, 2020, shown in the statement of cash flows is comprised of cash and cash equivalents of $45.6 million and restricted cash of $0.1 million which is included in other long term assets on the consolidated balance sheet.

9




3. Recent Accounting Pronouncements

Measuring Credit Losses on Financial Instruments

The FASB issued updated guidance on measuring credit losses on financial instruments. The guidance removes the 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. Prior to the updated guidance, credit losses are recognized when it is probable that the loss has been incurred. The revised guidance removes all recognition thresholds and requires companies 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 Accounting Standard Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326), became effective for the Company January 1, 2020. See note 4 and note 8 for further discussion.

Fair Value Measurement Disclosure

The FASB issued updated guidance through ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The revised guidance is intended to develop a more consistent disclosure framework that will increase clarity, remove, modify and add certain fair value disclosures to improve the effectiveness of the Company’s disclosures in the notes of the financial statements. This guidance became effective for the Company January 1, 2020 and had no impact to its consolidated financial statements.

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC 740). The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740, including requirements related to hybrid tax regimes, the tax basis step-up in goodwill obtained in a transaction that is not a business combination, separate financial statements of entities not subject to tax, the intra-period tax allocation exception to the incremental approach, ownership changes in investments, changes from a subsidiary to an equity method investment, interim-period accounting for enacted changes in tax law, and the year-to-date loss limitation in interim-period tax accounting. This guidance is effective for the Company for annual and interim periods beginning after December 31, 2020; however, early adoption is permitted. The Company is currently in the process of evaluating the impact to its consolidated financial statements.


10



4. 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
The Company contracts with two specialty pharmacies, Orsini Pharmaceutical Services, Inc. (Orsini) and AllCare Plus Pharmacy, Inc. (AllCare) to distribute its MACI product 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 to provide services in connection with a 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 military implants. The sales directly to DMS are sold at a contracted rate. There is no expected impact of COVID-19 on the Company's distributors or third-party service providers' ability to manage patient cases.

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 or a fee schedule. Net product revenue is recognized net of contractual allowances, which considers historical collection experience from both the payer and patient and the terms of the Company’s contractual arrangements. The Company estimates expected collections 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. In addition, potential credit risk exposure has been evaluated for the Company's accounts receivable in accordance with ASC 326, Financial Instruments - Credit Losses. The Company assesses risk and determines a loss percentage by pooling account receivables based on similar risk characteristics. The loss percentage is based on current and historical information as well as reasonable and supportable forecasts. This loss percentage was applied to the accounts receivables as of March 31, 2020. The total allowance for uncollectible consideration was $3.5 million as of March 31, 2020 and $3.9 million at December 31, 2019. The allowance includes estimated impacts of the COVID-19 outbreak and its potential impact on collections from third-party insurers, government payers, hospitals and patients. Changes to the estimate of the amount of consideration that will not be collected could have a material impact to the revenue recognized. A 0.5% change to the estimated uncollectible percentage could result in approximately a $0.5 million decrease or increase in the revenue recognized for the three months ended March 31, 2020.

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 an increase to revenue of $1.2 million and decrease of $0.04 million for the three months ended March 31, 2020 and 2019, respectively. The change in estimate recorded during the three-months ended March 31, 2020 was primarily due to completion of the billing claims process for implants that occurred in late 2019. Upon completion of the billing claims process, the Company concluded that it was probable that a significant reversal in the amount of revenue recognized would not occur.

11



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 shows the products from which the Company generated its revenue:
 
 
Three Months Ended March 31,
Revenue by product (in thousands)
 
2020
 
2019
MACI implants and kits
 
 
 
 
Implants based on contracted rate sold through a specialty pharmacy (a)
 
$
11,338

 
$
9,787

Implants subject to third party reimbursement sold through a specialty pharmacy (b)
 
3,730

 
2,743

Implants sold direct based on contracted rates (c)
 
3,109

 
3,226

Implants sold direct subject to third party reimbursement (d)
 
436

 
322

Biopsy kits - direct bill
 
466

 
542

Change in estimates related to prior periods (e)
 
1,207

 
(37
)
Epicel
 
 
 
 
     Direct bill (hospital)
 
6,392

 
5,227

Total revenue
 
$
26,678

 
$
21,810

 
 
 
 
 
(a) Represents implants sold through Orsini and AllCare in both 2020 and 2019 in which such specialty pharmacies have 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 contracts. Also represents direct sales under a contract to the specialty distributor DMS.
 
 
 
 
 
(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.
 
 
 
 
 
(e) Primarily represents changes in estimates related to implants sold through Orsini or AllCare in which such specialty pharmacy does not have a direct contract with the underlying payer. The initial estimate of the amount of reimbursement is established based on a payer or state fee schedule and/or payer history. The change in estimates is a result of additional information or actual cash collections received in the current period.


Concentration of Credit Risk

The table below shows the Company’s total Epicel revenue and accounts receivable balances from customers whose revenue or accounts receivable concentration is greater than 10% in any of the periods disclosed below. The Company did not have MACI revenue or accounts receivable concentrations greater than 10% in any of the periods disclosed below.
 
Revenue Concentration
 
Accounts Receivable Concentration
 
Three Months Ended March 31,
 
March 31,
 
December 31,
 
2020
 
2019
 
2020
 
2019
Epicel
12
%
 
9
%
 
3
%
 
2
%


12



5. Selected Balance Sheet Components
 
Inventory

Inventory as of March 31, 2020 and December 31, 2019:
 
(In thousands)
 
March 31, 2020
 
December 31, 2019
Raw materials
 
$
6,576

 
$
6,085

Work-in-process
 
617

 
541

Finished goods
 
89

 
190

Inventory
 
$
7,282

 
$
6,816


 
Property and Equipment

Property and Equipment, net as of March 31, 2020 and December 31, 2019:
 
(In thousands)
 
March 31, 2020
 
December 31, 2019
Machinery and equipment
 
$
3,096

 
$
3,152

Furniture, fixtures and office equipment
 
810

 
775

Computer equipment and software
 
6,220

 
6,174

Leasehold improvements
 
5,256

 
5,256

Construction in process
 
1,532

 
859

Financing right-of-use lease
 
138

 
148

Total property and equipment, gross
 
17,052

 
16,364

Less accumulated depreciation
 
(9,629
)
 
(9,220
)
 
 
$
7,423

 
$
7,144


 
Depreciation expense for the three months ended March 31, 2020 was $0.5 million and $0.3 million for the same period in 2019.
 
Accrued Expenses

Accrued Expenses as of March 31, 2020 and December 31, 2019:
 
(In thousands)
 
March 31, 2020
 
December 31, 2019
Bonus related compensation
 
$
2,014

 
$
5,116

Employee related accruals
 
2,653

 
1,785

Other accrued expenses
 
1,482

 
1,047

Accrued expenses
 
$
6,149

 
$
7,948




13



6.
Leases

The Company leases facilities in Ann Arbor, Michigan and Cambridge, Massachusetts. The Ann Arbor facility includes office space, and 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. 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. All operating lease commitments with a lease term greater than 12 months are 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 both the three months ended March 31, 2020 and 2019, lease expense of less than $0.1 million was recorded related to short-term leases.

The contribution toward the cost of tenant improvements is recorded as a reduction of the operating lease assets. For the three months ended March 31, 2020 and 2019, the Company recognized $1.4 million and $1.3 million of operating lease expense and less than $0.1 million of financing lease expense for the three months ended March 31, 2020 and 2019, 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 March 31, 2020 and December 31, 2019 are as follows:

(In thousands)
 
Classification
 
March 31, 2020
 
December 31, 2019
Assets
 
 
 
 
 
 
Operating
 
Right-of-use assets
 
$
24,496

 
$
25,103

Finance
 
Property and equipment, net
 
139

 
148

 
 
 
 
$
24,635

 
$
25,251

Liabilities
 
 
 
 
 
 
Current
 
 
 
 
 
 
Operating
 
Current portion of operating lease liabilities
 
$
5,535

 
$
5,461

Finance
 
Other liabilities
 
41

 
41

 
 
 
 
$
5,576

 
$
5,502

Non-current
 
 
 
 
 
 
Operating
 
Operating lease liabilities
 
$
21,597

 
$
22,242

Finance
 
Other long-term liabilities
 
91

 
110


 
 
 
$
21,688

 
$
22,352


 
 
 
 
 
 
 


14



7.     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 and restricted stock units 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.

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 grants 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 March 31, 2020, there were 1,959,142 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 628,770 have been issued since the inception of the benefit 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. In April 2020, employees purchased 32,971 shares resulting in proceeds from the sale of common stock of $0.2 million under the ESPP for the first quarter of 2020.

Service-Based Stock Options
 
During the three months ended March 31, 2020, the Company granted 1,186,140 service-based options to purchase common stock.  The exercise price of the options is 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 during the three months ended March 31, 2020 and 2019 was $8.64 and $12.82, respectively.

Restricted Stock Units

During the three months ended March 31, 2020 and 2019, the Company granted 186,136 and 176,422, service-based restricted stock units, respectively. 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 granted during the three months ended March 31, 2020 and 2019 was $11.24 and $17.77, respectively. The aggregate fair value of restricted stock units for the three months ended March 31, 2020 and 2019 was $2.1 million and $3.1 million, respectively.

As restricted stock units vest, a portion of the shares awarded are withheld and net settled by the Company to cover employee tax obligations. As a result of 36,212 units vesting in the three months ended March 31, 2020, 13,872 shares were withheld for payment of taxes on the employee's behalf and retired from the 2019 Plan.

15




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 March 31,
(in thousands)
 
2020
 
2019
Cost of goods sold
 
$
493

 
$
260

Research and development
 
513

 
525

General, selling and administrative
 
2,762

 
1,843

Total non-cash stock-based compensation expense
 
$
3,768

 
$
2,628




16



8. Cash Equivalents and Investments

Marketable debt securities held by the Company 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 March 31, 2020 and December 31, 2019:

 
 
March 31, 2020
 
 
 
 
Gross Unrealized
 
Estimated Fair Value
 
 
Amortized Cost
 
Gains
 
Losses
 
Credit Losses
 
Money market funds
 
$
32,089

 
$

 
$

 

 
$
32,089

Commercial paper
 
7,061

 

 

 

 
7,061

Corporate notes
 
14,466

 

 
(44
)
 

 
14,422

U.S. government securities
 
7,786

 
103

 

 

 
7,889

U.S. asset-backed securities
 
8,303

 
3

 

 

 
8,306

 
 
$
69,705

 
$
106

 
$
(44
)
 
$

 
$
69,767

Classified as:
 
 
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
 
 
$
32,090

Short term investments
 
 
 
 
 
 
 
 
 
35,957

Long term investments
 
 
 
 
 
 
 
 
 
1,720

 
 
 
 
 
 
 
 
$
69,767


 
 
December 31, 2019
 
 
 
 
Gross Unrealized
 
Estimated Fair Value
(In thousands)
 
Amortized Cost
 
Gains
 
Losses
 
Money market funds
 
$
5,381

 
$

 
$

 
$
5,381

Commercial paper
 
11,892

 

 

 
11,892

Corporate notes
 
18,369

 
11

 

 
18,380

U.S. government securities
 
11,291

 
4

 

 
11,295

U.S. asset-backed securities
 
10,503

 
6

 

 
10,509

 
 
$
57,436

 
$
21

 
$

 
$
57,457

Classified as:
 
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
$
5,381

Short-term investments
 
 
 
 
 
 
 
42,829

Long term investments
 
 
 
 
 
 
 
9,247

 
 
 
 
 
 
$
57,457


There were no marketable securities that the Company considers to be other-than-temporarily impaired as of March 31, 2020 and December 31, 2019. The Company's investment strategy is to buy short-duration marketable securities with a high credit rating. As of March 31, 2020, all marketable securities held by the Company had remaining contractual maturities of three years 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 statement of operations. Upon adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), the Company evaluated its investments for impairment under the new framework. Any allowance for credit losses are recorded at the lower of either the fair market value less book value or the difference between the present value of future cash flows and the book value. As of March 31, 2020, the analysis under ASU 2016-13 and the current macroeconomic impact of the COVID-19 pandemic did not result in material allowances for credit losses. There have been no impairments of the Company’s assets measured and carried at fair value for the three months ended March 31, 2020.


17



9. 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;
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, 2019 to March 31, 2020. 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:

 
 
March 31, 2020
 
December 31, 2019
 
 
 
 
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
 
32,089

 
32,089

 

 

 
5,381

 
5,381

 

 

Repurchase agreements
 

 

 

 

 

 

 

 

Commercial paper
 
7,061

 

 
7,061

 

 
11,892

 

 
11,892

 

Corporate notes
 
14,422

 

 
14,422

 

 
18,380

 

 
18,380

 

U.S. government securities
 
7,889

 

 
7,889

 

 
11,295

 

 
11,295

 

U.S. asset-backed securities
 
8,306

 

 
8,306

 

 
10,509

 

 
10,509

 

 
 
69,767

 
32,089

 
37,678

 

 
57,457

 
5,381

 
52,076

 



The fair values of the cash equivalents and marketable securities are based on observable market prices.     See note 8 for impact of ASU 2016-13 on the investment valuation.

18




10.  Net Loss Per Common Share

The following reflects the net loss attributable to common shareholders and share data used in the basic and diluted earnings per share computations using the two class method:
 
 
Three Months Ended March 31,
(Amounts in thousands, except per share amounts)
 
2020
 
2019
Numerator:
 
 

 
 

Net loss
 
$
(4,705
)
 
$
(2,844
)
Denominator:
 
 

 
 

Basic and diluted EPS: weighted-average common shares outstanding
 
44,924

 
43,725

Net loss per share attributable to common shareholders (basic and diluted)
 
$
(0.10
)
 
$
(0.07
)
 
 
 
 
 
Anti-dilutive shares excluded from the calculation of diluted earnings per share(a) (amounts in millions):
 
 
 
 
Stock options
 
6.2

 
6.0

Restricted stock unit awards
 
0.3

 
0.2

Warrants
 

 
0.1

(a) Common equivalent shares are not included in the diluted per share calculation where the effect of their inclusion would be anti-dilutive. 


11. 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 during 2019, as the license 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 mid-high single-digit to mid-teen 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. As of March 31, 2020, the milestone payments are not yet probable and therefore, not considered a commitment.

12. Commitments and Contingencies
 
The Company's purchase commitments consist of minimum purchase amounts of materials used in the Company's cell manufacturing process to manufacture its marketed cell therapy products.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Vericel Corporation is a leader in advanced cell therapies and specialty biologics for the sports medicine and severe burn care markets, and a developer of cell therapies for use in the treatment of patients with severe diseases and conditions. We currently market two FDA approved autologous cell therapy products in the United States. 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. We also market 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 comprising greater than or equal to 30 percent of total body surface area (TBSA). We hold an exclusive license for North America commercial rights to NexoBrid, a registration-stage biological orphan product for debridement of severe thermal burns.
COVID-19

The novel coronavirus (COVID-19) outbreak was first reported by China in late December 2019 and rapidly spread globally. The World Health Organization (WHO) declared the outbreak a pandemic on January 30, 2020 and the President of the United States declared a national health emergency. Subsequently most states' governments, including those in Massachusetts and Michigan where the Company's operations are located, issued, and have subsequently extended orders requiring businesses that do not conduct essential services to temporarily close their physical workplaces to employees and customers. We are currently deemed an essential business and, as a result, is exempt from these state orders.
Notwithstanding being an essential business, our business and operations have been, and are expected to continue to be, adversely impacted by the effects of COVID-19 as a result of various factors including, without limitation, the imposition of a widespread moratorium on the conduct of elective surgical procedures in the United States, the recent economic downturn due to the pandemic, the imposition of related public health measures and travel and business restrictions and disruptions to the ability of the our employees to perform their jobs.
The implantation of MACI is an elective surgical procedure. On March 13, 2020 and March 14, 2020, the American College of Surgeons and the United States Surgeon General, respectively, recommended that each hospital, health system, and surgeon minimize, postpone, or cancel electively scheduled surgeries, which has resulted in a significant reduction in MACI sales. The stated purpose for these recommendations was that every elective surgery could spread COVID-19 within a facility, use up personal protective equipment (PPE) which may be needed by healthcare workers treating COVID-19 patients, and burden hospital workforce who may be needed to respond to COVID-19. These recommendations were followed by numerous state level executive orders either banning or partially banning elective surgeries. By April 3, 2020, 31 U.S. states had issued executive mandates calling for the suspension of elective or non-essential surgeries. These 31 states represent an estimated 69% of total U.S. surgical capacity. In addition, 14 states have either announced recommendations by state health agencies or voluntary initiatives by hospitals in these states to suspend elective surgeries. These 14 states represent an estimated 28% of total U.S. surgical capacity. By early April, 45 states, representing over 95% of total U.S. surgical capacity had issued either mandates or recommendations and guidelines suspending elective procedures.
As a result of these restrictions, beginning in mid-March 2020, we started to experience a significant increase in cancellations of scheduled MACI procedures as well as a slowdown in new MACI orders. The number of MACI procedures scheduled to occur in the first quarter that were canceled between March 15, 2020 and the end of the quarter reduced the volume of MACI implants for the quarter by approximately 9%. The cancellations have negatively impacted the Company’s results of operations and cash flows for the quarter ended March 31, 2020. Our MACI business will continue to be negatively impacted so long as multiple orders restricting elective surgical procedures remain in effect. Although we believe Epicel may be less directly impacted by COVID-19 given the critical nature of severe burn injuries, trauma injury admissions have reportedly been reduced as a result of the various COVID-19 related restrictions and potential reluctance on the part of patients to seek care in light of COVID-19. In addition, any prolonged material disruption of the Company’s employees, distributors, suppliers or customers will impact its sales and operating results that could lead to potential impairments to inventory and accounts receivable.

On April 16, 2020, the United States Federal government issued guidelines that recommend a three-phase approach for states and counties to begin relaxing the multiple commercial and personal restrictions put in place to slow the COVID-19 outbreak. The guidelines defer to states on reopening decisions and do not set a timeline for removing coronavirus restrictions. They call for states and counties to meet a series of criteria prior to reopening, including observing a downward trajectory of COVID-19 cases for 14 days and expanding testing for at-risk health care workers. The first of the three phases allows for the resumption of elective surgeries in hospitals which meet certain U.S. Centers for Medicare & Medicaid Services (CMS) guidelines. These guidelines include the ability to treat all patients without crisis standard of care and having in place a robust testing program for

19



at-risk healthcare workers, including emerging antibody testing. As of May 1, 2020 approximately 25 states representing an estimated 60% of total U.S. surgical capacity had rescinded restrictions on elective surgery. Within each state it is not known what amount of surgical capacity is now available since certain institutions may not meet the required CMS guidelines. It is unknown when other states will rescind elective surgical restrictions and it is possible future outbreaks of COVID-19 may require such restrictions again. Patient concerns regarding risk of exposure to COVID-19 or increased unemployment could also have an impact on demand for MACI.
We have implemented a number of initiatives to maintain our near-term and future growth opportunities while supporting patients and reducing non-essential discretionary spending, including the imposition of a temporary moratorium on new employee hiring. In March 2020, we initiated protective measures in response to the COVID-19 outbreak including the canceling of all business-related international travel, requesting employees limit non-essential personal travel, enhancing our facilities’ janitorial and sanitary procedures and the provision of certain personal protective equipment to employees working in our offices, encouraging employees to work from home to the extent their job function enables them to do so, limiting third-party access to our facilities, encouraging the use of virtual meetings, and modifying the manner and schedule of on-site production activities. We are reviewing all of these measures on a daily basis as the situation evolves, and we are likely to take additional actions as we learn more and as instruction is provided by national, state and local governmental agencies.
We continue to manufacture MACI and Epicel and maintains a significant safety stock of all key raw materials.  We do not expect current supply chain interruptions will impact the Company’s ongoing manufacturing operations.  The Company also continues to plan for a mid-2020 submission of the NexoBrid BLA to the FDA.  With respect to customer delivery, MACI final product has an established shelf life of 6 days and established shipping shelf life of 3 days.  Currently, MACI is picked up by courier and shipped by commercial air or ground transportation to our customer’s location.  Epicel final product has an established shelf life of 24 hours and is hand carried to customer hospital sites by courier. Transportation is primarily commercial or charter airline.  Although we have not experienced material shipping delays or increased costs to date, significant disruption of air travel could result in the inability to deliver MACI or Epicel final products to customer sites within appropriate timeframes, which could further adversely impact our business.

For a discussion of additional risks associated with COVID-19, please see Item 1A. Risk Factors.
 
Manufacturing
 
We have a cell-manufacturing facility in Cambridge, Massachusetts which is used for U.S. manufacturing and distribution of MACI and Epicel.
 
Product Portfolio
 
Our marketed products include two FDA-approved autologous cell therapies: MACI, a third-generation autologous implant for the repair of symptomatic, full-thickness cartilage defects of the knee in adult patients and Epicel, a permanent skin replacement for adult and pediatric patients with deep dermal or full thickness burns greater than or equal to 30% of TBSA. Both products are currently marketed in the U.S. In addition, we have entered into exclusive license and supply agreements with MediWound to commercialize NexoBrid in all countries of North America. NexoBrid is currently in clinical development in North America. Until 2017, our active product candidate portfolio included ixmyelocel-T, a patient-specific multicellular therapy for the treatment of advanced heart failure due to dilated cardiomyopathy, or DCM. We have no current plans to continue the development of ixmyelocel-T.

MACI
 
MACI is a third-generation product for autologous chondrocyte implantation (ACI), a class of methods for the repair of symptomatic, single or multiple full-thickness cartilage defects of the knee with or without bone involvement in adults.

In the U.S., the physician target audience which repairs cartilage defects is concentrated and is partly comprised of a group of orthopedic surgeons who self-identify and/or have a formal specialty as sports medicine physicians. We believe this target audience is approximately 3,000 physicians. In addition to sports medicine physicians there is a population of approximately 8,000 general orthopedic surgeons who treat cartilage injuries, although typically at a much lower average volume relative to the sports medicine segment. As of March 31, 2020, we have expanded the number of MACI sales representative and clinical support specialists to 71 to enable the sales force to call on 2,000 of the general orthopedic surgeons. Amid the COVID-19 outbreak, the sales representatives and clinical support specialists are adapting their practices to support physician education initiatives using virtual tools in regions where executive orders or hospital restrictions preclude their physical presence. MACI sales and clinical representatives are continuing to provide on-site assistance for MACI surgical procedures, so long at the representative’s presence

20



is in accordance with governmental orders and the policies and procedures of the relevant hospital or surgical center. Most private payers have a medical policy that covers treatment with MACI with the top 30 largest commercial payers having a formal medical policy for MACI or ACI in general. Even for private payers which have not yet approved a medical policy for MACI, for medically appropriate cases, we often obtain approval on a case-by-case basis. For the three months ended March 31, 2020 and 2019, net revenues were $20.3 million and $16.6 million, respectively, for MACI.
 
Epicel
 
Epicel is a permanent skin replacement for deep dermal or full thickness burns greater than or equal to 30% of total body surface area (TBSA).  Epicel is regulated by the Center for Biologics Evaluation and Research, or CBER of the U.S. Food and Drug Administration, or FDA under medical device authorities, and is the only FDA-approved cultured epidermal autograft product available for large total surface area burns. Epicel was designated as a Humanitarian Use Device (HUD) in 1998 and a Humanitarian Device Exception (HDE) application for the product was submitted in 1999.  HUDs are devices that are intended for diseases or conditions that affect fewer than 8,000 individuals annually in the U.S. Under an HDE approval, a HUD cannot be sold for an amount that exceeds the cost of research and development, fabrication and distribution unless certain conditions are met.
 
A HUD is eligible to be sold for profit after receiving HDE approval if the device meets certain eligibility criteria, including where the device is intended for the treatment of a disease or condition that occurs in pediatric patients and such device is labeled for use in pediatric patients. If the FDA determines that a HUD meets the eligibility criteria, the HUD is permitted to be sold for profit so long as the number of devices distributed in any calendar year does not exceed the Annual Distribution Number (ADN). The ADN is defined as the number of devices reasonably needed to treat a population of 8,000 individuals per year in the U.S.

On February 18, 2016, the FDA approved our HDE supplement to revise the labeled indications of use to specifically include pediatric patients. The revised product label also now specifies that the probable benefit of Epicel, mainly related to survival, was demonstrated in two Epicel clinical experience databases and a physician-sponsored study comparing outcomes in patients with massive burns treated with Epicel relative to standard care. Because of the change in the label to specifically include use in pediatric patients, Epicel is no longer subject to the HDE profit restrictions. In conjunction with adding the pediatric labeling and meeting the pediatric eligibility criteria, the FDA has determined the ADN number for Epicel is 360,400 which is approximately 45 times larger than the volume of grafts sold in 2018. We currently have a ten-person field force which is adapting its practices to support physician education initiatives using virtual tools in regions where executive orders or hospital restrictions preclude their physical presence. Epicel sales and clinical representatives are continuing to provide on-site assistance for Epicel surgical procedures, so long at the representative’s presence is in accordance with governmental orders and the policies and procedures of the relevant hospital or surgical center. For the three months ended March 31, 2020 and 2019, net revenues were $6.4 million and $5.2 million, respectively, for Epicel.

NexoBrid

Our preapproval stage portfolio includes NexoBrid, 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 BLA currently is targeted for submission to the FDA mid-year 2020. Although we do not expect the effects of the COVID-19 pandemic to impact the target submission date of the BLA, we are not certain whether the effects of the pandemic will impact the timing of the FDA’s review of the submission. Pursuant to the terms of our existing license agreement, MediWound will continue to conduct all clinical activities described in the development plan to support the filing of a BLA with the FDA under the supervision of a Central Steering Committee comprised of members of each party.

Ixmyelocel-T

Our preapproval stage portfolio also includes ixmyelocel-T, a unique multicellular therapy derived from an adult patient’s own bone marrow which utilizes our proprietary, highly automated and scalable manufacturing system. This multicellular therapy was developed for the treatment of advanced heart failure due to DCM.

On September 29, 2017, the FDA indicated we would be required to conduct at least one additional Phase 3 clinical study to support a BLA for ixmyelocel-T.  Given the expense required to conduct further development and our focus on growing our existing commercial products, at this time we have no current plans to initiate or fund a Phase 3 trial on our own.


21



Results of Operations
 
Net Loss
 
Our net loss for the three months ended March 31, 2020 and 2019 totaled $4.7 million and $2.8 million, respectively.
 
 
Three Months Ended March 31,
(In thousands)
 
2020
 
2019
Net revenues
 
$
26,678

 
$
21,810

Cost of product sales
 
9,922

 
8,640

Gross profit
 
16,756

 
13,170

Total operating expenses
 
21,832

 
16,528

Loss from operations
 
(5,076
)
 
(3,358
)
Other income
 
371

 
514

Net loss
 
$
(4,705
)
 
$
(2,844
)
 
Net Revenues

  Net revenues increased for the three months ended March 31, 2020 compared to March 31, 2019 primarily due to significant volume growth for both MACI and Epicel. Growth was partially offset due to cancellations of MACI procedures related to the effects of the COVID-19 pandemic. Beginning in mid-March 2020, the Company experienced a significant increase in cancellations of scheduled MACI procedures as well as a slowdown in new MACI orders. The number of MACI procedures scheduled to occur in the first quarter that were canceled between March 15, 2020 and the end of the quarter reduced the volume of MACI implants for the quarter by approximately 9%. We expect that this temporary slowdown in our MACI business will continue in the near term, so long as national and state orders remain in effect and hospitals and other healthcare organization continue to defer elective surgical procedures during the COVID-19 pandemic, although the duration and extent of this slowdown remains unclear.

Net revenues for the three months ended March 31, 2020 and 2019 are shown below.
 
 
 
Three Months Ended March 31,
Revenue by product (In thousands)
 
2020
 
2019
MACI
 
$
20,286

 
$
16,583

Epicel
 
6,392

 
5,227

 
 
$
26,678

 
$
21,810

 
 Seasonality. Over the last four years ACI sales volumes from the first through the fourth quarter have on average represented 19% (16%-24% range), 23% (21%-25% range), 22% (20%-23% range) and 36% (32%-38% range) respectively, of total annual volumes. MACI orders are consistently stronger in the fourth quarter due to several factors including insurance deductible limits and the time of year patients prefer to start rehabilitation. Due to the low incidence and sporadic nature of severe burns, Epicel revenue has inherent variability from quarter to quarter and does not exhibit significant seasonality.  Over the past four years, Epicel revenue in a single quarter has ranged from as high as 34% to as low as 17% of annual revenue. As previously stated, the recent outbreak of COVID-19 has resulted in a widespread moratorium on elective procedures in the United States. The ultimate duration and extent of this moratorium is currently unclear. We believe that many of the MACI procedures that have been canceled or deferred will occur at a later time, which will likely impact the typical seasonality percentages that our business usually experiences.

Gross Profit and Gross Profit Ratio 
 
 
Three Months Ended March 31,
(In thousands)
 
2020
 
2019
Gross profit
 
$
16,756

 
$
13,170

Gross profit %
 
63
%
 
60
%
 
Gross profit increased for the three months ended March 31, 2020 compared to the same period in 2019 primarily due to an increase in MACI and Epicel sales combined with our highly fixed manufacturing cost structure which consists mainly of labor and facility costs that do not materially fluctuate with volume increases.

22




Research and Development Costs 
 
 
Three Months Ended March 31,
(In thousands)
 
2020
 
2019
Research and development costs
 
$
3,763

 
$
3,008

 
The following table summarizes the approximate allocation of cost for our research and development projects:
 
 
 
Three Months Ended March 31,
(In thousands)
 
2020
 
2019
ACI
 
$
2,096

 
$
2,130

Epicel
 
1,027

 
846

Nexobrid
 
631

 

Other
 
9

 
32

Total research and development costs
 
$
3,763

 
$
3,008

 
Research and development expenses for the three months ended March 31, 2020 were $3.8 million compared to $3.0 million for the three months ended March 31, 2019. The increase in research and development costs during the three months ended March 31, 2020 is due primarily to the purchase of raw materials for research projects and fees related to third party vendors.

Selling, General and Administrative Costs 
 
 
Three Months Ended March 31,
(In thousands)
 
2020
 
2019
Selling, general and administrative costs
 
$
18,069

 
$
13,520

 
Selling, general and administrative expenses for the three months ended March 31, 2020 increased to $18.1 million from $13.5 million compared to the same period in 2019. The increase in selling, general and administrative expenses in 2020 is due primarily to an incremental $1.3 million in MACI sales force expenses driven by the expansion in the first quarter of 2019 and 2020, a $0.9 million increase in stock based compensation expense, $0.6 million increase in patient reimbursement support services, a $0.6 million increase in non-sales force related salaries and a $0.6 million increase in Epicel sales force expenses compared to the same period a year ago.

Other Income (Expense) 
 
 
Three Months Ended March 31,
(In thousands)
 
2020
 
2019
Net interest income (expense)
 
$
304

 
$
478

Other income
 
67

 
36

Total other income (expense)
 
$
371

 
$
514

 
The decrease in other income and expense for the three months ended March 31, 2020 compared to the same period in 2019 is due primarily to a decrease in interest income as a result of lowering rates of returns on our investments in various marketable debt securities compared to the prior period.

Stock Compensation
 
Non-cash stock-based compensation expense included in cost of goods sold, research and development expenses and general, selling and administrative expenses is summarized in the following table: 

23



 
 
Three Months Ended March 31,
(in thousands)
 
2020
 
2019
Cost of goods sold
 
$
493

 
$
260

Research and development
 
513

 
525

General, selling and administrative
 
2,762

 
1,843

Total non-cash stock-based compensation expense
 
$
3,768

 
$
2,628


The increase in stock-based compensation expense is due primarily to fluctuations in stock prices which impacts the fair value of the options and restricted stock units awarded and the expense recognized in the period.

Liquidity and Capital Resources
 
Our primary focus has been to invest in our existing commercial business with the goal of growing revenue. We have raised significant funds in order to complete our product development programs and to market and commercialize our products.  To date, we have financed our operations primarily through cash received through Epicel and MACI sales and public and private sales of our equity securities.

Our cash, cash equivalents and restricted cash totaled $45.7 million, short-term investments totaled $36.0 million and long term investments totaled $1.7 million as of March 31, 2020. The $4.7 million of cash provided by operations during the three months ended March 31, 2020 was the result of cash collections and a decrease in accounts receivable of $8.0 million from an increase in sales volume from prior quarter, including noncash charges including $3.8 million in stock compensation expense and $0.5 million in depreciation and amortization expense offset by a $4.7 million net loss.

Our cash and cash equivalents totaled $35.1 million and short term investments totaled $49.0 million at March 31, 2019. The $0.2 million of cash used by operations during the three months ended March 31, 2020 was the result of an $2.8 million net loss, offset by noncash charges including $2.6 million in stock compensation expense, $0.2 million due to the amortization of premiums and discounts on marketable securities and $0.3 million in depreciation and amortization expense.

The change in cash provided by investing activities during the three months ended March 31, 2020 is the result of $20.1 million of investment maturities offset by $5.7 million in short term investment purchases and property plant and equipment purchases of $0.7 million primarily for manufacturing upgrades and leasehold improvements through March 31, 2020. The cash provided by investing activities for the three months ended March 31, 2019 is the result of $10.7 million in short term investments purchases offset by $26.6 million of maturities and property plant and equipment purchases of $0.2 million primarily for manufacturing upgrades and leasehold improvements.

The change in cash provided from financing activities is the result of net proceeds from the exercise of stock options of $0.4 million, slightly offset by the payment of employee withholding taxes related to the vesting of restricted stock units of $0.1 million during the three months ended March 31, 2020. The change in cash provided from financing activities is the result of proceeds from the exercise of stock options of $1.0 million during the three months ended March 31, 2019.

We believe that, based on our current cash on hand, cash equivalents and investments will be sufficient to support our current operations through at least 12 months from the issuance of these financial statements. However, the continuing effects of the COVID-19 pandemic may require us to engage in layoffs, furloughs, and/or reductions in salary, all of which may result in irrecoverable losses of customers and significantly impact long-term liquidity. We have implemented a number of initiatives to maintain our near-term and future growth opportunities while supporting patients and reducing non-essential discretionary spending.

If current elective surgery restrictions persist for 12 months or longer, we may need to access additional capital; however, we may not be able to obtain financing on acceptable terms or at all. Market volatility resulting from the COVID-19 pandemic or other factors could also adversely impact our ability to access financing as and when needed. The terms of any financing may adversely affect the holdings or the rights of our shareholders. Actual cash requirements may differ from projections and will depend on many factors, including the ultimate duration of the effects of the COVID-19 pandemic, the level of future research and development, the scope and results of ongoing and potential clinical trials, the costs involved in filing, prosecuting and enforcing patents, the need for additional manufacturing capacity, competing technological and market developments, costs of possible acquisition or development of complementary business activities, and the cost to market our products.
 

24



Off-Balance Sheet Arrangements

At March 31, 2020, we were not party to any off-balance sheet arrangements.

Critical Accounting Policies
 
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these condensed consolidated financial statements requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates. The application of these policies necessarily involves judgments regarding future events. These estimates and judgments, in and of themselves, could materially impact the condensed consolidated financial statements and disclosures based on varying assumptions. The accounting policies discussed in our Form 10-K, filed with the SEC on February 25, 2020 (Annual Report), for the fiscal year ended December 31, 2019 are considered by management to be the most important to an understanding of the consolidated financial statements because of their significance to the portrayal of our financial condition and results of operations. There have been no material changes to that information disclosed in our Annual Report during the three months ended March 31, 2020.

Forward-Looking Statements

This report, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).  Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking.  These statements are often, but are not always, made through the use of words or phrases such as “anticipates,” “estimates,” “plans,” “projects,” “trends,” “opportunity,” “current,” “intention,” “position,” “assume,” “potential,” “outlook,” “remain,” “continue,” “maintain,” “sustain,” “seek,” “target,” “achieve,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” and similar words or phrases, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.  Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them.  The factors described in our Annual Report, among others, could have a material adverse effect upon our business, results of operations and financial conditions.
 
Because the factors referred to in the preceding paragraph could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements we make, you should not place undue reliance on any such forward-looking statements.  Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time, and it is not possible for us to predict which factors will arise.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  These forward-looking statements include statements regarding:
 
manufacturing and facility capabilities;
potential strategic collaborations with others;
future capital needs and financing sources;
adequacy of existing capital to support operations for a specified time;
reimbursement for our products;
submission of a BLA for NexoBrid to the FDA;
product development and marketing plans;
features and successes of our therapies;
clinical trial plans, including publication thereof;
the effects of the COVID-19 pandemic on our business, including economic slowdowns or recessions, impact to our operations or to the healthcare industry generally, which could reduce demand for our products;
anticipation of future losses;
replacement of manufacturing sources;
commercialization plans; or
revenue expectations and operating results.


25



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
As of March 31, 2020, we held marketable debt securities, which are classified as available-for-sale and carried at fair value in the accompanying consolidated balance sheet included in this Form 10-Q. The fair value of our cash equivalents and marketable securities is subject to changes in market interest rates. Our earnings and cash flows are subject to fluct