You should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2019. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many important factors, including those set forth under "Special Note Regarding Forward-Looking Statements", in the "Risk Factors" section of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2019, our actual results could differ materially from the results described in, or implied, by those forward-looking statements.

Overview

We are a medical device company focused on developing and commercializing products intended to transform the way calcified cardiovascular disease is treated. We aim to establish a new standard of care for medical device treatment of atherosclerotic cardiovascular disease through our differentiated and proprietary local delivery of sonic pressure waves for the treatment of calcified plaque, which we refer to as intravascular lithotripsy ("IVL"). Our IVL system (our "IVL System"), which leverages our IVL technology (our "IVL Technology"), is a minimally invasive, easy-to-use and safe way to significantly improve patient outcomes. Our Shockwave M5 IVL catheter ("M5 catheter") was CE-Marked in April 2018 and cleared by the U.S. Food and Drug Administration ("FDA") in July 2018 for use in our IVL System for the treatment of peripheral artery disease ("PAD"). Our Shockwave C2 IVL catheter ("C2 catheter"), which we are currently marketing in select locations outside of the United States, was CE-Marked in June 2018 for use in our IVL System for the treatment of coronary artery disease ("CAD"). In August 2019, we received Breakthrough Device designation from the FDA for our C2 catheters using our IVL System for the treatment of CAD. The second version of our Shockwave S4 IVL catheter ("S4 catheter") was cleared by the FDA in August 2019. We also have ongoing clinical programs across several products and indications, which, if successful, will allow us to expand commercialization of our products into new geographies and indications. Importantly, we are undertaking ongoing clinical trials of our C2 catheter intended to support a pre-market application ("PMA") in the United States and a Shonin submission in Japan for the treatment of CAD. In October 2018, we received staged IDE approval for our DISRUPT CAD III global study. We began enrollment in the DISRUPT CAD III global study in 2019 and completed enrollment in April 2020. This study is designed to support U.S. PMA approval for our C2 catheters. We anticipate having final data from these ongoing clinical trials intended to support a U.S. launch of our C2 catheter in the first half of 2021 and a Japan launch in the first half of 2022.

The first two indications we are targeting with our IVL System are PAD, the narrowing or blockage of vessels that carry blood from the heart to the extremities, and CAD, the narrowing or blockage of the arteries that supply blood to the heart. In the future, we see significant opportunity in the potential treatment of aortic stenosis, a condition where the heart's aortic valve becomes increasingly calcified with age, causing it to narrow and obstruct blood flow from the heart.

We have adapted the use of lithotripsy to the cardiovascular field with the aim of creating what we believe can become the safest, most effective means of addressing the growing challenge of cardiovascular calcification. Lithotripsy has been used to successfully treat kidney stones (deposits of hardened calcium) for over 30 years. By integrating lithotripsy into a device that resembles a standard balloon catheter, physicians can prepare, deliver and treat calcified lesions using a familiar form factor, without disruption to their standard procedural workflow. Our differentiated IVL System works by delivering shockwaves through the entire depth of the artery wall, modifying calcium in the medial layer of the artery, not just at the superficial most intimal layer. The shockwaves crack this calcium and enable the stenotic artery to expand at low pressures, thereby minimizing complications inherent to traditional balloon dilations, such as dissections or tears. Preparing the vessel with IVL facilitates optimal outcomes with other therapies, including stents and drug-eluting technologies. Using IVL also avoids complications associated with atherectomy devices such as dissection, perforation and embolism. When followed by an anti-proliferative therapy such as a drug-coated balloons or drug-eluting stents, the micro-fractures may enable better drug penetration into the arterial wall and improve drug uptake, thereby improving the effectiveness of the combination treatment.

We market our products to hospitals whose interventional cardiologists, vascular surgeons and interventional radiologists treat patients with PAD and CAD. We have dedicated meaningful resources to establish a direct sales capability in the United States, Germany, Austria and Switzerland, which we have complemented with distributors in 47 countries. We are actively expanding our international field presence through new distributors, additional sales and clinical personnel and are adding new U.S. sales territories.

For the three months ended June 30, 2020 and 2019, we generated product revenue of $10.3 million and $10.0 million, respectively, and a loss from operations of $18.0 million and $11.3 million, respectively. For the three months ended June 30, 2020 and 2019, 46% and 48%, respectively, of our product revenue was generated from customers located outside of the United States.



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For the six months ended June 30, 2020 and 2019, we generated product revenue of $25.5 million and $17.3 million, respectively, and a loss from operations of $37.0 million and $23.4 million, respectively. For the six months ended June 30, 2020 and 2019, 48% and 49%, respectively, of our product revenue was generated from customers located outside of the United States.

Impact of the COVID-19 pandemic

The global COVID-19 pandemic presents significant risks to us and may have far reaching impacts on our business, operations, and financial results and condition, directly and indirectly, including, without limitation, impacts on: the health of our management and employees; manufacturing, distribution, marketing and sales operations; research and development activities, including clinical activities; and customer and patient behaviors.

Beginning in March 2020, the COVID-19 pandemic began impacting our operations and financial results. For example, on March 19, 2020, the Executive Department of the State of California issued Executive Order N-33-20, ordering all individuals in the State of California to stay at home or at their place of residence except as needed to maintain continuity of operations of federal critical infrastructure sectors. Our primary operations are located in Santa Clara, California. We have taken a variety of steps to address the impact of the COVID-19 pandemic, while attempting to minimize business disruption. Essential staff in manufacturing and limited support functions have continued to work from our Santa Clara office following appropriate hygiene and social distancing protocols. To reduce the risk to our employees and their families from potential exposure to COVID-19, all other staff in our Santa Clara office have been required to work from home. We have restricted non-essential travel to protect the health and safety of our employees and customers.

Moreover, beginning in March 2020, access to hospitals and other customer sites was restricted to essential personnel, which has negatively impacted our ability to promote the use of our products with physicians. In addition, hospitals and other therapeutic centers suspended many elective procedures, resulting in a significantly reduced volume of procedures using our products. The COVID-19 pandemic reduced our IVL catheter sales for the second quarter of 2020 as compared to our sales during the first quarter of 2020.

We are continuing to monitor the impact of the COVID-19 pandemic on our employees and customers and on the markets in which we operate, and will take further actions that we consider prudent to address the COVID-19 pandemic, including reducing spending, while ensuring that we can support our customers and continue to develop our products.

The ultimate extent of the impact of the COVID-19 pandemic on us remains highly uncertain and will depend on future developments and factors that continue to evolve, most of which are outside of our control, and could exist for an extended period of time even after the pandemic might end.

Quarantines, shelter-in-place and similar government orders have also impacted and may continue to impact, our third-party manufacturers and suppliers, and could in turn adversely impact the availability or cost of materials, which could disrupt our supply chain.

Components of Our Results of Operations

Product revenue

Product revenue is primarily from the sale of our IVL catheters.

We sell our products to hospitals, primarily through direct sales representatives, as well as through distributors in select international markets. For products sold through direct sales representatives, control is transferred upon delivery to customers. For products sold to distributors internationally and products sold to customers that utilize stocking orders, control is transferred upon shipment or delivery to the customer's named location, based on the contractual shipping terms. Additionally, a significant portion of our revenue is generated through a consignment model under which inventory is maintained at hospitals. For consignment inventory, control is transferred at the time the catheters are consumed in a procedure.

The COVID-19 pandemic reduced sales of our IVL catheters during the second quarter of 2020 as compared to our sales in the first quarter of 2020, although we did see an increase in daily sales volume towards the end of the second quarter of 2020. We are continuing to monitor the potential impact of COVID-19 in certain U.S. and international markets, and the potential positive impact of the decline of COVID-19 in other U.S. and international markets, on our product sales and on elective procedures using our products, during the third quarter of 2020.



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Cost of product revenue

Cost of product revenue consists primarily of costs of components for use in our products, the materials and labor that are used to produce our products, the manufacturing overhead that directly supports production and the depreciation relating to the equipment used in our IVL System that we loan to our hospital customers without charge to facilitate the use of our IVL catheters in their procedures. We depreciate equipment over a three-year period. We expect cost of product revenue to increase in absolute terms as our revenue grows.

Our gross margin has been and will continue to be affected by a variety of factors, primarily production volumes, the cost of direct materials, product mix, geographic mix, discounting practices, manufacturing costs, product yields, headcount and cost-reduction strategies. We expect our gross margin percentage to increase over the long term to the extent we are successful in increasing our sales volume and are therefore able to leverage our fixed costs. We intend to use our design, engineering and manufacturing capabilities to further advance and improve the efficiency of our manufacturing processes, which, if successful, we believe will reduce costs and enable us to increase our gross margin percentage. While we expect gross margin percentage to increase over the long term, it will likely fluctuate from quarter to quarter as we continue to introduce new products and adopt new manufacturing processes and technologies. In addition, if the increase in elective procedures using our products and the corresponding increase in sales that we experienced towards the end of the second quarter of 2020, continues in the third quarter of 2020, we would expect to realize an increase in our gross margin percentage due to fixed costs being allocated over higher sales volume; however, the impact of the COVID-19 pandemic on our sales and procedures using our products in the third quarter of 2020 remains uncertain.

Research and development expenses

Research and development ("R&D") expenses consist of applicable personnel, consulting, materials and clinical trial expenses. R&D expenses include:



    •   certain personnel-related expenses, including salaries, benefits, bonus,
        travel and stock-based compensation;


    •   cost of clinical studies to support new products and product enhancements,
        including expenses for clinical research organizations and site payments;


  • materials and supplies used for internal R&D and clinical activities;


    •   allocated overhead including facilities and information technology
        expenses; and


    •   cost of outside consultants who assist with technology development,
        regulatory affairs, clinical affairs and quality assurance.

R&D costs are expensed as incurred. In the future, we expect R&D expenses to increase in absolute dollars as we continue to develop new products, enhance existing products and technologies and perform activities related to obtaining additional regulatory approvals. The increase in engineering and clinical expenditures may be partially offset in the near term by delayed clinical projects and streamlined product development due to COVID-19 cost reduction efforts.

Sales and marketing expenses

Sales and marketing expenses consist of personnel-related expenses, including salaries, benefits, sales commissions, travel and stock-based compensation. Other sales and marketing expenses consist of marketing and promotional activities, including trade shows and market research. We expect to continue to grow our sales force and increase marketing efforts as we continue commercializing products based on our IVL Technology. As a result, we expect sales and marketing expenses to increase in absolute dollars over the long term. We expect certain costs will increase in the third quarter of 2020 as compared to the second quarter of 2020, such as travel and related expenses as sales personnel are able to visit customer hospitals. However, we are continuing to monitor the impact of COVID-19 on our sales and on elective procedures utilizing our products, and such impact in the third quarter of 2020 remains uncertain.

General and administrative expenses

General and administrative expenses consist of personnel-related expenses, including salaries, benefits, bonus, travel and stock-based compensation. Other general and administrative expenses consist of professional services fees, including legal, audit and tax fees, insurance costs, outside consultant fees and employee recruiting and training costs. Moreover, we expect to incur additional expenses associated with operating as a public company, including legal, accounting, insurance, exchange listing and SEC compliance and investor relations. As a result, we expect general and administrative expenses to increase in absolute dollars in future periods. These increases may be partially offset in the near term by measures taken to control discretionary items due to the COVID-19 pandemic.



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Results of Operations

Comparison of the Three Months Ended June 30, 2020 and 2019



The following table shows our results of operations for the three months ended
June 30, 2020 and 2019:



                                       Three Months Ended
                                            June 30,
                                                                  Change      Change
                                       2020          2019           $            %
                                            (in thousands, except percentages)
        Revenue:
        Product revenue              $  10,286     $  10,012     $    274       3%
        Cost of revenue:
        Cost of product revenue          3,592         4,133         (541 )    (13)%
        Gross profit                     6,694         5,879          815       14%
        Operating expenses:
        Research and development         8,101         6,926        1,175       17%
        Sales and marketing             11,206         6,961        4,245       61%
        General and administrative       5,398         3,245        2,153       66%
        Total operating expenses        24,705        17,132        7,573       44%
        Loss from operations           (18,011 )     (11,253 )     (6,758 )     60%
        Interest expense                  (306 )        (250 )        (56 )     22%
        Other income, net                  220           913         (693 )    (76)%
        Net loss before taxes          (18,097 )     (10,590 )     (7,507 )     71%
        Income tax provision                21            18            3       17%
        Net loss                     $ (18,118 )   $ (10,608 )   $ (7,510 )     71%




Product revenue

Product revenue increased by $0.3 million, or 3%, from $10.0 million during the three months ended June 30, 2019 to $10.3 million during the three months ended June 30, 2020. The increase in revenue was less than expected due to the reduction in elective procedures performed utilizing our products and the corresponding decrease in sales due to the COVID-19 pandemic during the second quarter of 2020.

Product revenue consisted primarily of the sale of our IVL catheters. Product revenue, classified by the major geographic areas in which our products are shipped, was $5.5 million within the United States and $4.8 million for all other countries in the three months ended June 30, 2020 compared to $5.2 million within the United States and $4.8 million for all other countries in the three months ended June 30, 2019.

Cost of product revenue, gross profit and gross margin percentage

Cost of product revenue decreased by $0.5 million, or 13%, from $4.1 million during the three months ended June 30, 2019 to $3.6 million during the three months ended June 30, 2020. Gross margin percentage improved to 65.1% for the three months ended June 30, 2020, compared to 58.7% for the three months ended June 30, 2019. This change in gross margin percentage was primarily due to lower fixed costs per unit from increased in production volume of our IVL catheters and increased manufacturing efficiencies.



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Research and development expenses



The following table summarizes our R&D expenses incurred during the periods
presented:



                                                       Three Months Ended
                                                            June 30,
                                                        2020          2019
                                                         (in thousands)
          Compensation and personnel-related costs   $    4,344      $ 3,173
          Clinical-related costs                          2,010        2,257
          Material and supplies                             445          481
          Facilities and other allocated costs              743          577
          Outside consultants                               425          260
          Other research and development costs              134          178
          Total research and development expenses    $    8,101      $ 6,926

R&D expenses increased by $1.2 million, or 17%, from $6.9 million during the three months ended June 30, 2019 to $8.1 million during the three months ended June 30, 2020. The change was primarily due to a $1.2 million increase in compensation and personnel-related costs due to increase in head count to support clinical trials and a $0.2 million increase in facilities and other allocated costs due to increased rent and building expenditures. This was partially offset by a $0.2 million decrease in clinical-related costs during the three months ended June 30, 2020.

Sales and marketing expenses

Sales and marketing expenses increased by $4.2 million, or 61%, from $7.0 million during the three months ended June 30, 2019 to $11.2 million during the three months ended June 30, 2020. The change was primarily due to a $4.1 million increase in compensation and personnel-related costs, which included a $1.1 million increase in commission expense, as a result of increased headcount. There was also a $0.2 million increase in facilities and other allocated costs due to increased rent and building expenditures and a $0.1 million increase in outside professional cost. This was partially offset by a $0.3 million decrease in travel related expense due to the COVID-19 pandemic.

General and administrative expenses

General and administrative expenses increased by $2.2 million, or 66%, from $3.2 million during the three months ended June 30, 2019 to $5.4 million during the three months ended June 30, 2020. The change was primarily due to a $1.3 million increase in compensation and personnel-related costs, a $0.4 million increase in professional services and consulting cost, a $0.3 million increase in legal fees, a $0.1 million increase in business insurance and a $0.1 million increase in other allocated costs due to increased rent and building expenditures.



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Comparison of the Six Months Ended June 30, 2020 and 2019



The following table shows our results of operations for the six months ended
June 30, 2020 and 2019:

                                               Six Months Ended
                                                   June 30,
                                                                         Change       Change
                                              2020          2019            $            %
                                                   (in thousands, except percentages)
Revenue:
Product revenue                             $  25,483     $  17,282     $   8,201       47%
Cost of revenue:
Cost of product revenue                         9,243         7,205         2,038       28%
Gross profit                                   16,240        10,077         6,163       61%
Operating expenses:
Research and development                       19,991        14,410         5,581       39%
Sales and marketing                            21,617        12,831         8,786       68%
General and administrative                     11,622         6,247         5,375       86%
Total operating expenses                       53,230        33,488        19,742       59%
Loss from operations                          (36,990 )     (23,411 )     (13,579 )     58%
Interest expense                                 (583 )        (495 )         (88 )     18%
Change in fair value of warrant liability           -          (609 )         609     (100)%
Other income, net                                 724         1,133          (409 )    (36)%
Net loss before taxes                         (36,849 )     (23,382 )     (13,467 )     58%
Income tax provision                               44            25            19       76%
Net loss                                    $ (36,893 )   $ (23,407 )   $ (13,486 )     58%


Product revenue

Product revenue increased by $8.2 million, or 47%, from $17.3 million during the six months ended June 30, 2019 to $25.5 million during the six months ended June 30, 2020. The change was primarily due to an increase in the number of customers and an increase in purchase volume of our products both within the United States and internationally. We sold to a greater number of customers in the United States and to a greater number of distributors internationally for the six months ended June 30, 2020 as compared to the six months ended June 30, 2019.

Product revenue consisted primarily of the sale of our IVL catheters. Product revenue, classified by the major geographic areas in which our products are shipped, was $13.3 million within the United States and $12.2 million for all other countries in the six months ended June 30, 2020 compared to $8.8 million within the United States and $8.5 million for all other countries in the six months ended June 30, 2019.

Cost of product revenue and gross margin percentage

Cost of product revenue increased by $2.0 million, or 28% from $7.2 million during the six months ended June 30, 2019 to $9.2 million during the six months ended June 30, 2020. The increase was primarily due to growth in sales volume. Gross margin percentage improved to 63.7% for the six months ended June 30, 2020, compared to 58.3% for the six months ended June 30, 2019. This change in gross margin percentage was primarily due to lower fixed costs per unit from increased sales volume of our IVL catheters and efficiencies from improvements to operations and production.



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Research and development expenses



The following table summarizes our R&D expenses incurred during the periods
presented:

                                                        Six Months Ended
                                                            June 30,
                                                        2020         2019
                                                         (in thousands)
           Compensation and personnel-related costs   $  8,319     $  5,886
           Clinical-related costs                        6,598        4,989
           Material and supplies                         1,297          967
           Facilities and other allocated costs          1,440        1,275
           Outside consultants                             924          790
           Other research and development costs          1,413          503
           Total research and development expenses    $ 19,991     $ 14,410

R&D expenses increased by $5.6 million, or 39%, from $14.4 million during the six months ended June 30, 2019 to $20.0 million during the six months ended June 30, 2020. The change was primarily due to a $2.4 million increase in compensation and personnel-related costs due to an increase in headcount to support clinical trials and a $1.6 million increase in clinical related costs. Clinical-related costs during the six months ended June 30, 2020, were primarily related to the CAD III, CAD IV and PAD III clinical trials. There was also a $1.1 million increase in software license expense related to R&D, a $0.3 million increase in material and supplies, and a $0.2 million increase in other allocated costs due to increased rent and building expenditures.

Sales and marketing expenses

Sales and marketing expenses increased by $8.8 million, or 68%, from $12.8 million during the six months ended June 30, 2019 to $21.6 million during the six months ended June 30, 2020. The change was primarily due to a $7.2 million increase in compensation and personnel-related costs, which included a $1.8 million increase in commission expense, as a result of increased headcount and increased sales of our products. There was also a $0.5 million increase in facilities and other allocated costs due to increased rent and building expenditures, a $0.4 million increase in outside professional cost, a $0.3 million increase in general corporate expense, a $0.1 million increase marketing and promotional expenses to support the commercialization of our products, a $0.2 million increase in travel related expense and a $0.1 million increase in recruitment and training expense.

General and administrative expenses

General and administrative expenses increased by $5.4 million, or 86%, from $6.2 million during the six months ended June 30, 2019 to $11.6 million during the six months ended June 30, 2020. The change was primarily due to a $2.3 million increase in compensation and personnel-related costs, a $1.4 million increase in legal fees, a $0.8 million increase general corporate expense (includes tax and license fees, supplies, software, and bad debt expense), a $0.4 million increase in professional services and consulting cost, a $0.3 million increase in other allocated costs due to increased rent and building expenditures, and a $0.2 million increase in recruitment and training expense.

Liquidity and Capital Resources

To date, our principal sources of liquidity have been the net proceeds we received through the sales of our common stock in our public offerings, private sales of our equity securities, payments received from customers purchasing our products and to a lesser extent proceeds from our debt financings. On March 11, 2019, we completed our initial public offering, including the underwriters' full exercise of their over-allotment option, selling 6,555,000 shares of our common stock at $17.00 per share. Upon completion of our initial public offering, we received net proceeds of $99.9 million, after deducting underwriting discounts and commissions and offering expenses. Concurrent with the initial public offering, we issued 588,235 shares of common stock in a private placement for net proceeds of $10.0 million (the "Private Placement"). On November 15, 2019, we completed a follow-on offering of 2,854,048 shares of our common stock, including 372,267 shares sold pursuant to the underwriters' exercise of their option to purchase additional shares at a public offering price of $36.25 per share. Upon completion of our follow-on offering, we received net proceeds of $96.7 million, after deducting underwriting discounts and commissions and offering expenses. On June 19, 2020, we completed an offering of 1,955,000 shares of our common stock, including 255,000 shares sold pursuant to the underwriters' exercise of their option to purchase additional shares at a public offering price of $45.75 per share. Upon completion of the June 2020 offering, we received net proceeds of $83.4 million, after deducting underwriting discounts and commissions and offering expenses.



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On February 11, 2020, we entered into the Amended Credit Facility to the Loan and Security Agreement to refinance our existing term loan, which is accounted for as a modification. The Amended Credit Facility provided us with a supplemental term loan in the amount of $16.5 million. We received net proceeds of $3.3 million, which reflects an additional $4.3 million in principal as of the date of the modification less the final balloon payment fee of $1.0 million.

We believe that our cash, cash equivalents and short-term investments as of June 30, 2020 will be sufficient to fund our operations for at least the next 12 months from the date of this filing. As of June 30, 2020, we had $231.4 million in cash, cash equivalents, and short-term investments and an accumulated deficit of $214.9 million.

We have a number of ongoing clinical trials, and expect to continue to make substantial investments in these trials and in additional clinical trials that are designed to provide clinical evidence of the safety and efficacy of our products. Although we have limited our hiring in response to the COVID-19 pandemic, as it is prudent to do so, we intend to continue to make significant investments in our sales and marketing organization by increasing the number of U.S. sales representatives. We also intend to continue expanding our international marketing programs to help facilitate further adoption among existing hospital accounts and physicians as well as broaden awareness of our products to new hospitals. We also expect to continue to make investments in R&D, regulatory affairs and clinical studies to develop future generations of products based on our IVL Technology, support regulatory submissions and demonstrate the clinical efficacy of our products. Moreover, we expect to continue to incur expenses associated with operating as a public company, including legal, accounting, insurance, exchange listing and SEC compliance, investor relations and other expenses. Because of these and other factors, we expect to continue to incur substantial net losses and negative cash flows from operations for the foreseeable future.

Our future capital requirements will depend on many factors, including:



  • the cost, timing and results of our clinical trials and regulatory reviews;


    •   the cost and timing of establishing sales, marketing and distribution
        capabilities;


    •   the terms and timing of any other collaborative, licensing and other
        arrangements that we may establish including any contract manufacturing
        arrangements;


    •   the timing, receipt and amount of sales from our current and potential
        products;


  • the degree of success we experience in commercializing our products;


  • the emergence of competing or complementary technologies;


    •   the cost of preparing, filing, prosecuting, maintaining, defending and
        enforcing any patent claims and other intellectual property rights; and


    •   the extent to which we acquire or invest in businesses, products or
        technologies, although we currently have no commitments or agreements
        relating to any of these types of transactions.

In addition, as a result of the COVID-19 pandemic, we expect to continue to experience reduced cash flow from operations as a result of decreased revenues, extended payment terms on sales and increased cost of product revenue as a percentage of product revenue. Moreover, we are focused on ensuring that we have adequate supplies on hand given the potential disruption of the COVID-19 pandemic to our suppliers and their supply chain and, accordingly, we expect to continue to increase inventory during the third quarter of 2020 and beyond.

Cash Flows

The following table summarizes our cash flows for the periods indicated:





                                                                 Six Months Ended
                                                                     June 30,
                                                                2020          2019
                                                                  (in thousands)
 Cash used in operating activities                            $ (42,355 )   $ (24,933 )
 Cash provided by (used in) investing activities                 34,028       (83,975 )
 Cash provided by financing activities                           87,578       111,189

Net increase in cash, cash equivalents and restricted cash $ 79,251 $ 2,281




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Operating activities

During the six months ended June 30, 2020, cash used in operating activities was $42.4 million, attributable to a net loss of $36.9 million and a net change in our net operating assets and liabilities of $11.8 million, partially offset by non-cash charges of $6.4 million. Non-cash charges primarily consisted of $4.3 million in stock-based compensation, $0.9 million in depreciation and amortization, $0.7 million in amortization of right-of-use assets, $0.3 million in amortization of debt issuance costs, and $0.2 million in accretion of discount on available-for-sale securities. The change in our net operating assets and liabilities was primarily due to a $11.0 million increase in inventory and $1.2 million increase in prepaid expenses and other current assets, a $1.0 million decrease in accounts receivable, a $0.3 million decrease in accounts payable and a $0.2 million decrease in lease liability.

During the six months ended June 30, 2019, cash used in operating activities was $24.9 million, attributable to a net loss of $23.4 million and a net change in our net operating assets and liabilities of $4.3 million, partially offset by non-cash charges of $2.8 million. Non-cash charges primarily consisted of $1.2 million in stock-based compensation, $0.5 million in depreciation and amortization, $0.6 million in change in fair value of warrant liability, $0.5 million in amortization of right-of-use assets and $0.2 million in amortization of debt issuance costs, partially offset by $0.4 million in accretion of discount on available-for-sale securities. The change in our net operating assets and liabilities was primarily due to a $3.2 million increase in inventory and $2.4 million increase in accounts receivable due to an increase in sales, a $0.8 million increase in prepaid and other current assets and a $0.5 million decrease in lease liabilities. These changes were partially offset by a $2.6 million increase in accrued and other current liabilities and accounts payable resulting primarily from expansion in our operating activities and accrued professional services fees.

Investing activities

During the six months ended June 30, 2020, cash provided by investing activities was $34.0 million, attributable to proceeds from maturities of available-for-sale investments of $59.0 million, partially offset by purchase of available-for-sale investments of $16.0 million and purchase of property and equipment of $9.0 million.

During the six months ended June 30, 2019, cash used in investing activities was $84.0 million, attributable to the purchase of available-for-sale securities of $82.8 million and purchase of property and equipment of $1.2 million.

Financing activities

During the six months ended June 30, 2020, cash provided by financing activities was $87.6 million, attributable to net proceeds of $83.8 million from the public offering of our common stock, a $3.3 million from borrowings under new credit facility entered on February 11, 2020, proceeds of $1.6 million from stock option exercises and proceeds of $0.8 million from issuance of shares under our employee stock purchase plan, partially offset by principal payment on our term loan of $1.1 million and a 0.6 million payment of taxes withheld on net settled vesting of restricted stock units.

During the six months ended June 30, 2019, cash provided by financing activities was $111.2 million, attributable to net proceeds of $100.8 million from the IPO, net proceeds of $10.0 million from the private placement of our common stock and proceeds of $0.4 million from stock option exercises and warrant exercises.

Contractual Obligations and Commitments

During the three months ended June 30, 2020, there have been no material changes to our contractual obligations as compared to those disclosed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

Management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of these consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of



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assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

In our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, we disclosed our critical accounting policies and the assumptions and estimates associated with the greatest potential impact on our consolidated financial statements in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations." During the three and six months ended June 30, 2020, as a result of the COVID-19 pandemic, we believe that the assumptions and estimates associated with credit losses of accounts receivable and net realizable value of inventory associated with product shelf life and potential expiration may also have a material impact to our consolidated financial statements in future periods.

Accounts receivable - allowance for bad debt

We are exposed to credit losses through our receivables from customers. Our expected loss allowance methodology for receivables is developed using our historical collection experience, current and future economic market conditions and a review of the current aging status and financial condition of our customers. Specific allowance amounts are established to record the appropriate allowance for customers that have an identified risk of default. General allowance amounts are established based upon our assessment of expected credit losses for our receivables by aging category. Balances are written off when they are ultimately determined to be uncollectible. We considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic, however, no additional reserve was required for the three months ended June 30, 2020. We will continue to monitor the impact of COVID-19 pandemic and we may need to make further adjustments to this estimate in future periods.

Inventories - expiration risk

Inventories are valued at the lower of cost, computed on a first-in, first-out basis, or net realizable value. We produce our IVL catheters at our facilities in Santa Clara, California. At the time of manufacture, our IVL catheters generally have a two-year shelf life prior to expiration. We maintain finished goods inventory at our facilities in Santa Clara, with our sales representatives, with our third-party logistics provider in the Netherlands, and on consignment at hospital locations. Each reporting period, we update provisions for excess and obsolete inventory based on our estimates of forecast demand and, where applicable, product expiration. As of June 30, 2020, the substantial majority of our finished goods inventory had expiration dates in second half of 2021 or later. We considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic, however, no additional reserve was required for the three months ended June 30, 2020. We will continue to monitor the impact of COVID-19 pandemic and we may need to make further adjustments to this estimate in future periods.

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