ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (amounts in thousands, except per share amounts or as otherwise noted)
|
You should read the
following discussion in conjunction with our financial statements and related notes appearing elsewhere in this report. In addition
to historical information, this report 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 concerning our business, consolidated financial
condition, and results of operations. The Securities and Exchange Commission ("SEC") encourages companies to disclose
forward-looking statements so that investors can better understand a company’s prospects and make informed investment decisions.
Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual
results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements.
Forward-looking statements can be identified by such words as "will," "likely," "may," "believe,"
"expect," "anticipate," "intend," "seek," "designed," "develop," "would,"
"future," "can," "could," and other expressions that are predictions of or indicate future events
and trends and that do not relate to historical matters. All statements other than statements of historical facts included in this
report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements.
Examples of forward-looking statements include, among others, statements regarding expected future operating results, expectations
regarding the timing and receipt of regulatory results, anticipated levels of capital expenditures, and expectations of the effect
on our financial condition of claims, litigation, and governmental and regulatory proceedings.
Please also refer to those factors described
in Part II, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018 for important
factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking
statement made by us in this report is based only on information currently available to us and speaks only as of the date on which
it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments or otherwise.
Management Overview
We are a global, integrated
orthopedic and regenerative medicines company committed to improving the lives of patients with degenerative orthopedic diseases
and traumatic conditions with clinically meaningful therapies along the continuum of care, from palliative pain management to regenerative
tissue repair. We have over two decades of global expertise developing, manufacturing, and commercializing our products based on
our proprietary hyaluronic acid (“HA”) technology. Our orthopedic medicine portfolio includes ORTHOVISC, MONOVISC,
and CINGAL, which alleviate pain and restore joint function by replenishing depleted HA, and HYALOFAST, a solid HA-based scaffold
to aid cartilage repair and regeneration.
Our therapeutic offerings
consist of products in the following areas: Orthobiologics, Dermal, Surgical, and Other, which includes our ophthalmic and veterinary
products. All of our products are based on HA, a naturally occurring, biocompatible polymer found throughout the body. Due to its
unique biophysical and biochemical properties, HA plays an important role in a number of physiological functions such as the protection
and lubrication of soft tissues and joints, the maintenance of the structural integrity of tissues, and the transport of molecules
to and within cells.
Our proprietary technologies
for modifying the HA molecule allow product properties to be tailored specifically to therapeutic use. Our patented technology
chemically modifies HA to allow for longer residence time in the body. We also offer products made from HA based on two other technologies:
HYAFF, which is a solid form of HA, and ACP gel, an autocross-linked polymer of HA. Our technologies are protected by an extensive
portfolio of owned and licensed patents.
Since our inception
in 1992, we have utilized a commercial partnership model for the distribution of our products to end-users. Our strong, worldwide
network of distributors has historically provided, and continues to provide, a solid foundation for our revenue growth and territorial
expansion. For near-term and long-term opportunities in the U.S. market, especially with respect to surgical products utilized
in an operating room environment, we have evaluated a potential hybrid commercial approach that would see us balance a small direct
model with an optimal form of strategic partnership, an approach we intend to utilize for the commercialization of our injectable,
HA-based surgical bone repair product. For longer-term future products in the U.S. market, we intend to evaluate the appropriate
commercial model for each instance on a case-by-case basis, based on market dynamics, product type and other factors. These models
could include direct sales, distribution partnerships, or a hybrid of those forms. We believe that the combination of the direct
and distribution commercial models will maximize the revenue potential from our current and future product portfolio.
Please see the section
captioned “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Management
Overview” in our Annual Report on Form 10-K for the year ended December 31, 2018, for a description of each of the above
therapeutic areas, including the individual products.
On May 2, 2018, we
publicly disclosed a voluntary recall of certain production lots of our HYAFF-based products, HYALOFAST, HYALOGRAFT C, and HYALOMATRIX.
We communicated with all affected distributors in advance of that announcement, and we are taking all required or otherwise appropriate
actions with respect to applicable regulatory bodies. We initiated the recall following internal quality testing, which indicated
that the products were at risk of not maintaining certain measures throughout their entire shelf life. While there was no indication
of any safety or efficacy issue related to the products, we are committed to the highest standards of quality and removed the products
from the field as a precautionary measure. During the fourth quarter of 2018, we resolved this matter and resumed shipment of these
products.
Research and Development
Our research and development
efforts primarily consist of the development of new medical applications for our HA-based technology, the management of clinical
trials for certain product candidates, the preparation and processing of applications for regulatory approvals or clearances at
all relevant stages of product development, and process development and scale-up manufacturing activities for our existing and
new products. Our development focus is orthopedic and regenerative medicine and includes products for tissue protection, repair,
and regeneration. We anticipate that we will continue to commit significant resources in the near future to research and development
activities, including in relation to preclinical activities and clinical trials. These activities are aimed at the delivery of
a steady cascade of new product development and launches over the next several years.
Our third generation, single-injection osteoarthritis
product under development in the United States, CINGAL, which is composed of our proprietary cross-linked HA material combined
with an approved steroid and is designed to provide both short- and long-term pain relief to patients, is a main pipeline product
and a component of our growth strategy. We completed an initial CINGAL Phase III clinical trial, including the associated statistical
analysis for 368 enrolled patients, during the fourth quarter of 2014 with data indicating that the product met all primary and
secondary endpoints relative to placebo set forth for the trial. During the first half of 2015, we completed a CINGAL retreatment
study with 242 patients who had participated in the Phase III clinical trial and reported safety data related to the retreatment
study. This initial Phase III clinical trial and the associated retreatment study supported the Health Canada and CE Mark approval
of the product, and the commercial launch of the product in both Canada and the European Union occurred in the second quarter of
2016. In the United States, after discussions with the U.S. Food and Drug Administration (“FDA”) related to the regulatory
pathway for CINGAL, we conducted a formal meeting with the FDA’s Office of Combination Products (“OCP”) to present
and discuss our data in September 2015, and we submitted a formal request for designation with OCP a month later. In its response
to our formal request for designation, OCP assigned the product to the FDA’s Center for Drug Evaluation and Research (“CDER”)
as the lead agency center for premarket review and regulation. We then held discussions with CDER to understand the requirements
for submitting a New Drug Application (“NDA”) for CINGAL. We held a meeting with CDER in September 2016 to align on
an approval framework and on submission requirements for this NDA for CINGAL, including the execution of an additional Phase III
clinical trial to supplement our existing CINGAL pivotal study data. We submitted an IND in late 2016, and discussions with CDER
indicated that they did not have objections to our clinical protocol design. As a result, we commenced work on this second Phase
III clinical trial (“CINGAL 16-02 Study”) in the first quarter of 2017, and the first patient was treated in the second
quarter of 2017. Enrollment of the 576 patients in this second Phase III clinical trial was completed during October 2017, and
we completed the six-month patient follow-up in April 2018. We received and analyzed the data from the CINGAL 16-02 Study during
the second quarter of 2018, and, while substantial pain reduction associated with CINGAL was evident at each measurement point,
we determined based on statistical analysis that it did not meet the primary study endpoint of demonstrating a statistically significant
difference in pain reduction between CINGAL and the approved steroid component of CINGAL at the six-month time point. In the third
quarter of 2017, we initiated an additional three-month extended follow-up study in conjunction with the CINGAL 16-02 Study to
investigate the efficacy of CINGAL over this longer period. The first patients were enrolled in this follow-up study in the fourth
quarter of 2017 and we completed the nine-month patient follow-up in the third quarter of 2018. We recently met with the FDA to
discuss the potential approval pathway for CINGAL in the United States moving forward in light of the work we have previously done.
In the meeting, the FDA indicated that an additional Phase III clinical trial would be necessary to support U.S. marketing approval
for CINGAL, and we are continuing to align with the FDA on the parameters and requirements for this additional clinical trial.
Concurrently, we are refreshing our primary market research in advance of making our final decision on how to proceed with respect
to seeking U.S. marketing approval for CINGAL from the FDA.
We have several research
and development programs underway for new products, including for HYALOFAST (in the United States), an innovative product for cartilage
tissue repair, and other early stage regenerative medicine development programs. HYALOFAST, which received CE Mark approval in
September 2009, is commercially available in Europe and certain international countries. During the first quarter of 2015, we submitted
an Investigational Device Exemption (“IDE”) for HYALOFAST to the FDA, which was approved in July 2015. We commenced
patient enrollment in a clinical trial in December 2015, and we are advancing site initiations and patient enrollment activities.
In the second quarter of 2016, a supplement to the HYALOFAST IDE was approved to expand the inclusion criteria for the clinical
study, which was aimed at decreasing the time needed to complete the clinical trial. The previously-described voluntary recall
of certain production lots of our HYAFF-based products did not impact the HYALOFAST clinical trial, as the product used in the
clinical trial is not sourced from the affected production lots. Given the changing medical landscape with respect to the randomization
arm for this trial, the microfracture procedure, we are actively pursuing alternative strategies to accelerate patient enrollment.
In the third quarter of 2017, we submitted an
application to the FDA for 510(k) clearance of an injectable, HA-based surgical bone repair product that is reabsorbed by the body
and replaced by the growth of new bone during the healing process. The 510(k) clearance was received from the FDA in December 2017,
and we expect to make this bone repair product commercially available in the United States during the second half of 2019 utilizing
the previously-described hybrid commercial approach. In addition to other early stage research and development initiatives we are
currently undertaking, we are working to expand our regenerative medicine pipeline with a new product candidate in the form of
an implant for rotator cuff repair utilizing our proprietary solid HA, which could be used to repair partial and full-thickness
rotator cuff tears. We finalized development of an initial product prototype during the fourth quarter of 2018, and we are performing
preclinical testing of and developing the surgical instrumentation for the potential product.
We are also currently proceeding with other
research and development programs, one of which utilizes our proprietary HA technology to treat pain associated with common repetitive
overuse injuries, such as lateral epicondylitis, also known as tennis elbow. We submitted a CE Mark application for this treatment
during the first quarter of 2016 and received a CE Mark for the treatment of pain associated with tennis elbow in December 2016.
We began work towards a post-market clinical study in relation to the CE Mark for this product in the fourth quarter of 2018. Outside
of the United States, this product is marketed under the trade name ORTHOVISC-T. Additionally, in the second quarter of 2016, we
submitted an IDE to the FDA to conduct a Phase III clinical trial for this treatment, which was approved by the FDA in June 2016.
Notwithstanding that approval and in light of recent changes to the regulatory environment for HA-based products, in the first
quarter of 2019, the FDA requested that we submit this product to OCP for designation, which we did early in the second quarter
of 2019. We also have several other research and development programs underway focused on expanding the indications of our current
products, including MONOVISC. During 2019, we will also be performing post-market clinical work in relation to the CE Mark for
MONOVISC.
In January 2018, we
entered into an agreement with the University of Liverpool to develop an injectable mesenchymal stem cell therapy for the treatment
of age-related osteoarthritis with the goal of bringing a therapeutics candidate through clinical trials to market to meet an
unmet therapeutic need. We are currently in the preclinical phase of this program and aim to finalize proof of concept during
the second quarter of 2020.
Results of Operations
Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018
|
|
Three Months Ended March 31,
|
|
|
2019
|
|
2018
|
|
$ Inc/(Dec)
|
|
% Inc/(Dec)
|
|
|
(in thousands, except percentages)
|
Product revenue
|
|
$
|
24,717
|
|
|
$
|
21,258
|
|
|
$
|
3,459
|
|
|
|
16
|
%
|
Licensing, milestone and contract revenue
|
|
|
6
|
|
|
|
6
|
|
|
|
–
|
|
|
|
0
|
%
|
Total revenue
|
|
|
24,723
|
|
|
|
21,264
|
|
|
|
3,459
|
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenue
|
|
|
7,311
|
|
|
|
7,845
|
|
|
|
(534
|
)
|
|
|
(7
|
%)
|
Research & development
|
|
|
4,258
|
|
|
|
5,161
|
|
|
|
(903
|
)
|
|
|
(17
|
%)
|
Selling, general & administrative
|
|
|
7,672
|
|
|
|
16,090
|
|
|
|
(8,418
|
)
|
|
|
(52
|
%)
|
Total operating expenses
|
|
|
19,241
|
|
|
|
29,096
|
|
|
|
(9,855
|
)
|
|
|
(34
|
%)
|
Income (loss) from operations
|
|
|
5,482
|
|
|
|
(7,832
|
)
|
|
|
13,314
|
|
|
|
170
|
%
|
Interest and other income, net
|
|
|
498
|
|
|
|
95
|
|
|
|
403
|
|
|
|
424
|
%
|
Income (loss) before income taxes
|
|
|
5,980
|
|
|
|
(7,737
|
)
|
|
|
13,717
|
|
|
|
177
|
%
|
Provision for (benefit from) income taxes
|
|
|
1,473
|
|
|
|
(1,051
|
)
|
|
|
2,524
|
|
|
|
240
|
%
|
Net income (loss)
|
|
$
|
4,507
|
|
|
$
|
(6,686
|
)
|
|
$
|
11,193
|
|
|
|
167
|
%
|
Product gross profit
|
|
$
|
17,406
|
|
|
$
|
13,413
|
|
|
$
|
3,993
|
|
|
|
30
|
%
|
Product gross margin
|
|
|
70
|
%
|
|
|
63
|
%
|
|
|
|
|
|
|
|
|
Product Revenue
Product revenue for
the three-month period ended March 31, 2019 was $24.7 million, an increase of 16%, or $3.5 million, as compared to $21.3 million
for the three-month period ended March 31, 2018. For the three-month period ended March 31, 2019, the increase in product revenue
was mainly driven by growth in viscosupplement revenue domestically and internationally, as well as higher sales of our HYAFF-based
products.
The following tables
present product revenue by product group:
|
|
Three Months Ended March 31,
|
|
|
2019
|
|
2018
|
|
$ Inc/(Dec)
|
|
% Inc/(Dec)
|
|
|
(in thousands, except percentages)
|
Orthobiologics
|
|
$
|
21,748
|
|
|
$
|
19,489
|
|
|
$
|
2,259
|
|
|
|
12
|
%
|
Surgical
|
|
|
1,392
|
|
|
|
1,245
|
|
|
|
147
|
|
|
|
12
|
%
|
Dermal
|
|
|
129
|
|
|
|
(539
|
)
|
|
|
668
|
|
|
|
124
|
%
|
Other
|
|
|
1,448
|
|
|
|
1,063
|
|
|
|
385
|
|
|
|
36
|
%
|
Total
|
|
$
|
24,717
|
|
|
$
|
21,258
|
|
|
$
|
3,459
|
|
|
|
16
|
%
|
Orthobiologics
Our orthobiologics
franchise consists of orthopedic pain management and regenerative therapies. Overall, sales increased by 12%, or $2.3 million,
for the three-month period ended March 31, 2019, as compared to the same period in 2018, largely as a result of increased revenue
from our viscosupplement products both domestically and internationally. Domestically, the increased viscosupplement revenue was
primarily driven by order timing. Growth in our international viscosupplement revenue largely resulted from a year-over-year increase
in sales of our single-injections products during the quarter. Despite the increase in the quarter ended March 31, 2019 as compared
to same period in the prior year, we expect orthobiologics product revenue in 2019 to decrease as compared to 2018, primarily
due to the ORTHOVISC and MONOVISC pricing declines in the U.S. viscosupplement market, offset in part by growth in international
CINGAL revenue and the commercial launch of our injectable, HA-based surgical bone repair product in the U.S. via the previously-described
hybrid commercial approach.
Surgical
Our surgical franchise consists of products
used to prevent surgical adhesions and to treat ear, nose, and throat (“ENT”) disorders. Sales of our surgical products
increased by 12%, or $0.1 million, during the three-month period ended March 31, 2019, as compared to the same period in 2018.
The increase in surgical product revenue for the three-month period was primarily due to an increase in sales to our worldwide
ENT commercial partner, which was partially offset by a decrease in sales of our surgical anti-adhesion products.
We expect surgical product revenue to increase in 2019 as compared to 2018 primarily due to increased worldwide revenue associated
with sales of our surgical anti-adhesion product and ENT sales.
Dermal
Our dermal franchise
consists
of advanced wound care products, which are
based on our HYAFF technology, and aesthetic dermal fillers. Our advanced wound
care products treat complex skin wounds ranging from burns to diabetic ulcers, with HYALOMATRIX and HYALOFILL as the lead products.
For the three-month period ended March 31, 2019, dermal product sales increased by $0.7 million as compared to the same quarter
in 2018 as we resumed shipment of HYALOMATRIX products following the previously-described voluntary recall of certain production
lots of our HYAFF-based products in 2018. We expect dermal sales to increase in 2019 as a result of resuming HYALOMATRIX shipments
which was impacted by the previously mentioned voluntary recall in 2018.
Other
Other product revenue includes revenues from
our ophthalmic and veterinary franchises. Other product revenue increased by 36%, or $0.4 million, as compared to the same period
in 2018, primarily due to increased sales of our veterinary product. We expect other revenue to decrease modestly in 2019 as compared
to 2018, primarily as a result of decreased sales to one of our ophthalmic distributors offset in part by increased revenue
from veterinary products.
Licensing, Milestone and Contract Revenue
Licensing, milestone
and contract revenue for the three-month periods ended March 31, 2019 and 2018 was $6 thousand. We expect licensing, milestone
and contract revenue to be at an equivalent level in 2019 as compared to 2018.
Product Gross Profit and Margin
Product gross profit for the three-month period
ended March 31, 2019 was $17.4 million, representing 70% of product revenue. Product gross profit for the three-month period ended
March 31, 2018 was $13.4 million, or 63% of product revenue for the period. The increase in product gross margin for the three-month
period ended March 31, 2019, as compared to the same period in 2018, was due primarily to previously-described voluntary recall.
During the first quarter of 2018, product gross margin was negatively impacted by an increase in inventory reserves, including
those related to the recall.
Research and Development
Research and development expenses for the three-month
period ended March 31, 2019 were $4.3 million, or 17% of total revenue for the period, a decrease of $0.9 million as compared to
the same period in 2018. The decrease in research and development expense was primarily due to lower clinical trial expenses related
to CINGAL for the three-month period ended March 31, 2019, as compared to March 31, 2018, offset in part by higher pre-clinical
product development activities with respect to certain product candidates in our research and development pipeline and additional
expenses associated with compliance activities related to the European Union Medical Device Regulation. Research and development
spending is expected to potentially increase in 2019, as compared to 2018, as we further develop new products and initiate clinical
trials based on our development activities, perform required post-market clinical follow-ups for our MONOVISC and ORTHOVISC-T products
in the European Union, and as a result of current or future changes to the regulatory environments in the jurisdictions in which
we do business.
Selling, General and Administrative
Selling, general and administrative expenses
for the three-month period ended March 31, 2019 were $7.7 million, representing 31% of total revenue for the period, a decrease
of $8.4 million as compared to the same period in 2018. The decrease was primarily due to non-cash stock-based compensation expense
related to the retirement of our former Chief Executive Officer within the three-month period ending March 31, 2018. We expect
selling, general and administrative expenses for 2019 to decrease in comparison to 2018 due to the above mentioned one-time charge.
The decrease will be partially offset by investments in our commercial capabilities and the implementation of improved business
and financial technology platforms required to grow our business both domestically and internationally.
Income Taxes
The provision for income taxes was $1.5 million
for the three-month period ended March 31, 2019, based on an effective tax rate of 24.6%. The benefit from income taxes was
$1.1 million for the three-month period ended March 31, 2018, based on an effective tax benefit rate of (13.6%). The net increase
in the effective tax rate for the three-month period ended March 31, 2019, as compared to the same period in 2018, was primarily
due to the windfall tax benefit the Company realized in March 2018 due to limitations on the deductibility of executive compensation
for accelerated stock vesting upon the retirement of its former Chief Executive Officer on March 9, 2018. We realized an immaterial
shortfall for the three-month period ended March 31, 2019.
How
We Evaluate Our Operations
We present information below with respect to
adjusted EBITDA, which we define as our net income excluding interest expense (net), income tax benefit (expense), depreciation
and amortization, and stock-based compensation. This financial measure is not based on any standardized methodology prescribed
by accounting principles generally accepted in the United States (“GAAP”) and are not necessarily comparable to similarly
titled measures presented by other companies.
We have presented adjusted EBITDA because it
is a key measure used by our management and board of directors to understand and evaluate our operating performance and to develop
operational goals for managing our business. We believe this financial measure helps identify underlying trends in our business
that could otherwise be masked by the effect of the expenses that we exclude. In particular, we believe that the exclusion of the
expenses eliminated in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating
performance. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding
and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing
for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.
Adjusted EBITDA is not prepared in accordance
with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There
are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the nearest GAAP equivalent.
Some of these limitations are:
|
•
|
adjusted EBITDA excludes depreciation and amortization and, although these are non-cash expenses,
the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected
in adjusted EBITDA;
|
|
•
|
we exclude stock-based compensation expense from adjusted EBITDA although (a) it has been, and
will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation
strategy and (b) if we did not pay out a portion of our compensation in the form of stock-based compensation, the cash salary expense
included in operating expenses would be higher, which would affect our cash position;
|
|
•
|
the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from
the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results;
|
|
•
|
adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;
|
|
•
|
adjusted EBITDA does not reflect provision for (benefit from) income taxes or the cash requirements
to pay taxes; and
|
|
•
|
adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital
expenditures or contractual commitments.
|
The following is a reconciliation of net income
to adjusted EBITDA for the three-month periods ended March 31, 2019 and 2018, respectively:
|
|
Three Months Ended March 31,
|
|
|
2019
|
|
2018
|
Net income
|
|
$
|
4,507
|
|
|
$
|
(6,686
|
)
|
Interest and other income, net
|
|
|
(498
|
)
|
|
|
(95
|
)
|
Provision for income taxes
|
|
|
1,473
|
|
|
|
(1,051
|
)
|
Depreciation and amortization
|
|
|
1,477
|
|
|
|
1,473
|
|
Stock-based compensation
|
|
|
1,386
|
|
|
|
7,565
|
|
Adjusted EBITDA
|
|
$
|
8,345
|
|
|
$
|
1,206
|
|
Adjusted EBITDA in the three months ended March
31, 2019, as compared with the comparable period in 2018, reflected an increase of $4.0 million in gross profit and a decrease
of $9.3 million in other operating expenses, in addition to the changes in interest and other income, net, provision for (benefit
from) income taxes, depreciation and amortization, and stock-based compensation shown in the preceding table.
Liquidity and Capital Resources
We require cash to
fund our operating expenses and to make capital expenditures. We expect that our requirements for cash to fund these uses will
increase as our operations expand. Historically we have generated positive cash flow from operations, which, together with our
available cash, investments, and debt, have met our cash requirements. Cash, cash equivalents, and investments aggregated $166.7
million and $159.0 million, and working capital totaled $198.1 million and $191.7 million as of March 31, 2019 and December 31,
2018, respectively. In addition, as of March 31, 2019, we have $50.0 million of available credit under our senior revolving
credit facility with Bank of America, N.A. We believe that we have adequate financial resources to support our business for at
least the twelve months from the issuance date of our financial statements. As of March 31, 2019, we were in compliance with the
terms of our credit agreement with Bank of America, N.A.
Cash provided by operating
activities was $8.5 million for the three-month period ended March 31, 2019, as compared to cash provided by operating activities
of $9.6 million for the same period in 2018. The decrease in cash provided by operations for the three-month
period ended March 31, 2019, as compared to the same period in 2018, was primarily related to a decrease in collections of our
accounts receivable due to timing of receipts and a decrease in accrued expenses. These factors were partially offset by a decrease
in prepayments of income taxes.
Cash used in investing
activities was $1.9 million for the three-month period ended March 31, 2019, as compared to cash provided by investing activities
of $0.2 million for the same period in 2018. The change was due to increased purchases of investments, partially offset by
lower capital expenditures as compared to the same period in 2018.
Cash used by financing
activities was $0.1 million for the three-month period ended March 31, 2019, as compared to cash used by financing activities of
$1.2 million for the same period in 2018. The decrease in cash used in financing activities for the three-month period ended March
31, 2019, was primarily attributable to decreased utilization of cash for employee tax withholding in exchange for shares surrendered
by equity award holders.
Critical Accounting Policies
and Estimates
There were no other significant changes in our
critical accounting policies or estimates during the three months ended March 31, 2019 to augment the critical accounting estimates
disclosed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, other than those described in the Notes to
the condensed consolidated financial statements included in this report, including the adoption of the Financial Accounting
Standards Board’s (“FASB”) Accounting Standards Codification,
Leases
, (ASC 842) effective January 1, 2019.
As a result of our adoption of the new lease standard, we re-assessed the estimates, assumptions, and judgments that are most critical
in our recognition of leases. For information regarding the impact
of recently adopted accounting standards, refer to Notes 2 and 12 to the condensed financial statements included in this report.
Recent Accounting Pronouncements
A discussion of Recent Accounting Pronouncements
is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and is updated in the Notes to the condensed
consolidated financial statements included in this report.
Contractual Obligations and Other
Commercial Commitments
Our contractual
obligations and other commercial commitments are summarized in the section captioned “Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual
Obligations and Other Commercial Commitments” in our Annual Report on Form 10-K for the year ended December 31, 2018. We
had no material changes outside the ordinary course to our contractual obligations reported in our 2018 Annual Report on Form
10-K during the three months ended March 31, 2019. For additional discussion, see Note 13 to the condensed consolidated financial
statements included in this report.
To the extent
that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements,
we will be required to obtain additional funds through equity or debt financings, strategic alliances with corporate partners and
others, or through other sources. No assurance can be given that any additional financing will be made available to us or will
be available on acceptable terms should such a need arise.
Off-balance Sheet Arrangements
We do not use special
purpose entities or other off-balance sheet financing techniques that we believe have, or are reasonably likely to have, a current
or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations,
liquidity, or capital resources.