You should read the following discussion and analysis of our financial condition
and results of operations in conjunction with our unaudited condensed
consolidated financial statements and related notes included in Part I, Item 1
of this Quarterly Report on Form
10-Q
and with our audited consolidated financial statements and related notes thereto
for the year ended December 31, 2019, included in our Annual Report on Form
10-K
filed with the Securities and Exchange Commission on February 26, 2020, or our
Annual Report.
This discussion and other parts of this Quarterly Report on Form
10-Q
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange
Act of 1934, as amended, that involve risks and uncertainties, such as
statements of our plans, objectives, expectations and intentions. In some cases
you can identify forward-looking statements by terms such as "may," "will,"
"expect," "anticipate," "estimate," "intend," "plan," "predict," "potential,"
"believe," "should" and similar expressions. Our actual results could differ
materially from those discussed in these forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed in the section of this Quarterly Report on Form
10-Q
titled "Risk Factors." We caution readers not to place undue reliance on any
forward-looking statements made by us, which speak only as of the date they are
made. Except as may be required by law, we assume no obligation to update these
forward-looking statements or the reasons that results could differ from these
forward-looking statements.
Overview
We are a biopharmaceutical company dedicated to the discovery, development and
delivery of life-changing treatments that provide hope to underserved patient
communities. Founded in 2011, GBT is delivering on its goal to transform the
treatment and care of sickle cell disease, or SCD, a lifelong, devastating
inherited blood disorder that is marked by red blood cell, or RBC, destruction
and occluded blood flow and hypoxia, leading to anemia, stroke, multi-organ
failure, severe pain crises, and shortened patient life span. As a result of the
historic lack of treatment options, patients with SCD suffer serious morbidity
and premature mortality.
It is estimated the prevalence of SCD is approximately 100,000 individuals in
the United States, where newborn screening is mandatory, and approximately
60,000 individuals in Europe. The global incidence of SCD is estimated to be
250,000 to 300,000 births annually, and SCD is concentrated in populations of
African, Middle Eastern and South Asian descent.
In late November 2019, we received U.S. Food and Drug Administration, or FDA,
accelerated approval for our first medicine, Oxbryta (voxelotor) tablets for the
treatment of SCD in adults and children 12 years of age and older. Oxbryta, an
oral therapy taken once daily, is the first
FDA-approved
treatment that directly inhibits sickle hemoglobin polymerization, an underlying
cause of SCD.
The accelerated approval of Oxbryta is based on clinically meaningful and
statistically significant improvements in hemoglobin levels, accompanied by
reductions in RBC destruction (hemolysis). Data from the Phase 3 HOPE
(Hemoglobin Oxygen Affinity Modulation to Inhibit HbS PolymErization) Study of
274 patients 12 years of age and older with SCD showed that, after 24 weeks of
treatment, 51.1% of patients receiving Oxbryta achieved a greater than 1 g/dL
increase in hemoglobin compared with 6.5% receiving placebo (p<0.001). The HOPE
data also demonstrated corresponding improvements in other markers of hemolysis
as well as a favorable safety and tolerability profile for Oxbryta.
In early December 2019, we began to make Oxbryta available to patients through
our specialty pharmacy partner network. As part of the product launch, we are
focused on securing reimbursement and expanding patient access, and we have
established GBT Source Solutions
TM
, a comprehensive program for patients who are prescribed Oxbryta that provides
a wide range of practical, educational and financial support customized to each
patient's needs.
We are conducting and plan to conduct additional studies of Oxbryta, including
our Phase 2a HOPE-KIDS 1 Study (an open-label, single- and multiple-dose Phase
2a study that is evaluating the safety, tolerability, pharmacokinetics and
exploratory treatment effect of Oxbryta in pediatric patients aged 4 to 17 years
with SCD) and, as a condition of accelerated approval, our Phase 3 HOPE-KIDS 2
Study (a post-approval confirmatory study we initiated in December 2019 that is
using transcranial Doppler, or TCD, flow velocity to seek to demonstrate a
decrease in stroke risk in children 2 to 15 years of age). We also expect to
conduct additional clinical studies of Oxbryta, including to seek to expand the
potential approved product label into younger pediatric populations.
Beyond Oxbryta, we are also engaged in other research and development
activities, all of which are currently in earlier development stages, including
working on new targets to develop the next generation of treatments for SCD. As
part of our efforts to build our pipeline, we regularly evaluate opportunities
to
in-license,
acquire or invest in new business, technology or assets or engage in related
discussions with other business entities.
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In August 2018, we entered into the License Agreement, or Roche Agreement, with
F.
Hoffmann-La
Roche Ltd. and
Hoffmann-La
Roche Inc. (together, "Roche") pursuant to which Roche granted us an exclusive
and sublicensable worldwide license under certain patent rights and
know-how
to develop and commercialize inclacumab, a
p-selectin
inhibitor in development to address pain crises associated with the disease,
including any modified compounds targeting
p-selectin
and derived from inclacumab, for all indications and uses, except diagnostic
use. Roche retained a
non-exclusive,
worldwide, perpetual, royalty-free license to inclacumab solely for any
diagnostic use. We are developing inclacumab as a treatment for vaso-occlusive
crises, or VOCs, in patients with SCD, and we expect to be able to leverage the
safety data from Roche's prior clinical studies, which were not in patients with
SCD, as we proceed with our development of inclacumab. We expect to initiate a
pivotal clinical study in the first half of 2021.
In December 2019, we entered into the License and Collaboration Agreement, or
Syros Agreement, with Syros Pharmaceuticals, Inc., or Syros, to discover,
develop and commercialize novel therapies for SCD and beta thalassemia. Under
the agreement, Syros will use its leading gene control platform to identify
therapeutic targets and discover drugs that potentially induce fetal hemoglobin,
and we have an option to obtain an exclusive worldwide license to develop,
manufacture and commercialize any compounds or products resulting from the
collaboration, subject to Syros' option to
co-promote
the first product in the United States.
The outbreak of the novel coronavirus, SARS-CoV-2, which causes coronavirus
disease 2019 (COVID-19), has evolved into a global pandemic that has impacted
our business, including our commercialization of Oxbryta and our research and
development activities. For example, we have implemented a temporary work from
home policy, temporarily suspended our field team from in-person interactions,
including visits to physician offices, clinics and hospitals as well as
in-person meetings with payors, and delayed or paused certain of our research
and development activities, including pausing screening and enrollment in all
GBT-sponsored studies, including our Phase 2a HOPE-KIDS 1 Study, our Phase 3
HOPE-KIDS 2 Study and our dose optimization study that is intended to assess
doses of Oxbryta of up to 3,000 mg per day. Notably, the COVID-19 pandemic has
not significantly impacted our supply of Oxbryta. We continue to believe we have
an adequate supply of Oxbryta to sustain estimated patient need through the
remainder of this year and into 2021, and we are continuing to produce Oxbryta
tablets. In addition, we are continuing to engage with healthcare professionals
and payors through increased use of digital and internet-based education and
outreach. We have seen a significant decrease in weekly new patient
prescriptions for Oxbryta from a peak in early March, and we expect the rate of
new patient prescriptions to remain lower as the second quarter progresses,
possibly through the third quarter, and potentially longer. While we intend to
resume normal operations as soon as practicable, we do not know for certain the
extent or duration of these and other disruptions or the long-term impact on our
business.
We own or jointly own and have exclusively licensed rights to Oxbryta and our
product candidates in the United States, Europe and other major markets. We are
the sole owner of issued U.S. patents covering Oxbryta, including its
composition of matter, methods of use, formulations and polymorphs of Oxbryta.
These issued U.S. patents covering Oxbryta will expire between 2032 and 2037,
absent any applicable patent term extensions. We own or
co-own
additional pending patent applications in the United States and multiple foreign
countries relating to Oxbryta.
We are not profitable and have incurred losses and negative cash flows from
operations each year since our inception. Our net losses were $73.0 million and
$48.9 million for the three months ended March 31, 2020 and 2019, respectively.
As of March 31, 2020, we had an accumulated deficit of $811.9 million.
Substantially all of our net losses have resulted from costs incurred in
connection with our research and development programs and from selling, general
and administrative costs associated with our operations. We had $315.5 million
in cash and cash equivalents and $299.7 million in marketable securities as of
March 31, 2020.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with United States generally accepted accounting principles, or U.S.
GAAP. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements, as well as the reported expenses incurred during
the reporting periods. 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 assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.
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There have been no material changes to our critical accounting policies from
those described in "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included in our Annual Report.
Results of Operations
Comparison of the Three Months Ended March 31, 2020 and 2019

                                        Three Months Ended
                                             March 31,
                                        2020          2019        $ Change      % Change
                                              (in thousands, except percentages)
Product sales, net                    $  14,118     $      -      $  14,118             *
Costs and operating expenses:
Cost of sales                               135            -            135             *
Research and development                 39,773        34,468         5,305            15 %

Selling, general and administrative 47,662 18,055 29,607

164 %

Total costs and operating expenses 87,570 52,523 35,047


           67 %

Loss from operations                    (73,452 )     (52,523 )     (20,929 )          40 %
Interest income                           2,856         3,831          (975 )         (25 )%
Interest expenses                        (2,314 )        (181 )      (2,133 )           *
Other expenses, net                        (116 )         (50 )         (66 )         132 %

Net loss                              $ (73,026 )   $ (48,923 )   $ (24,103 )          49 %







* Change is not meaningful





Product sales, net
Product sales consist of sales of Oxbryta, which was approved by the FDA in late
November 2019. We commenced shipments of Oxbryta and fully launched with a
deployed sales force in December 2019.
The following table summarizes activity with respect to our sales allowances and
accruals for the period ended March 31, 2020 (in thousands):

                                               Rebates,
                                              co-payment
                                         assistance, Medicare
                                         Part D coverage gap,           Prompt payment
                                         product returns and            discounts and
                                           distributor fees              chargebacks             Total
Balances at December 31, 2019           $                  529         $            113         $   642
Provision related to current
period sales                                             1,543                      339           1,882
Credit or payments made during
the period                                                 (75 )            

(280 ) (355 )



Balance at March 31, 2020               $                1,997         $            172         $ 2,169






Cost of sales
Cost of sales of $135,000 for the three months ended March 31, 2020, is related
to manufacturing costs incurred after FDA approval for the cost of Oxbryta sold.
Prior to receiving FDA approval for Oxbryta in November 2019, we recorded all
costs incurred in the manufacture of Oxbryta as research and development
expense. We expect to sell inventory previously expensed to research and
development over approximately the current year, and accordingly we expect our
costs of product sales of Oxbryta to increase as a percentage of net sales in
future periods as we produce and sell inventory that reflects the full cost of
manufacturing the product.
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Research and development
Research and development expenses consist primarily of costs incurred for the
development of Oxbryta and product candidates, which include:
        •  employee-related expenses, which include salaries, benefits and
           stock-based compensation;




• expenses incurred under agreements with consultants, third-party


           research firms, manufacturing organizations for products not approved
           by the FDA, and investigative clinical trial sites that conduct
           research and development activities on our behalf;




• the costs related to production of clinical supplies, including fees


           paid to contract manufacturers;





        •  laboratory and vendor expenses related to the execution of nonclinical

           studies and clinical trials;





        •  payments upon achievement of certain clinical development and
           regulatory milestones in relation with license agreement; and




• facilities and other allocated expenses, which include expenses for


           rent and maintenance of facilities, depreciation and 

amortization


           expense and other supplies.





We expense all research and development costs in the periods in which they are
incurred. Costs for certain development activities are recognized based on an
evaluation of the progress to completion of specific tasks using information and
data provided to us by our vendors and clinical sites. Nonrefundable advance
payments for goods or services to be received in future periods for use in
research and development activities are deferred and capitalized. The
capitalized amounts are then expensed as the related goods are delivered and the
services are performed.
A significant component of our total operating expenses is our investment in
research and development activities, including the clinical development of
Oxbryta. We allocate research and development salaries, benefits, stock-based
compensation and indirect costs to Oxbryta, inclacumab and other product
candidates that we may pursue on a program-specific basis.
We expect our research and development expenses will increase in future periods
as we continue to invest in research and development activities related to
developing Oxbryta and product candidates, and as programs advance into later
stages of development and we begin to conduct larger clinical trials. The
process of conducting the necessary clinical research to obtain regulatory
approval is costly and time-consuming, and research and development is highly
uncertain. As a result, we are unable to determine the duration and completion
costs of our research and development projects or when and to what extent we
will generate revenue from the commercialization and sale of any of our product
candidates.
The following table summarizes our research and development expenses incurred
during the respective periods (in thousands, except percentages):

                                              Three Months Ended March 31,
                                                2020                 2019           $ Change       % Change
Costs incurred by development program:
Oxbryta for the treatment of SCD           $       23,460       $       27,725      $  (4,265 )          (15 )%
Other preclinical programs                          9,316                5,363          3,953             74 %
Inclacumab for the treatment of SCD                 6,997                1,380          5,617            407 %

Total research and development expenses $ 39,773 $ 34,468 $ 5,305

             15 %


Research and development, or R&D, expenses increased by $5.3 million or 15%, to
$39.8 million for the three months ended March 31, 2020 from $34.5 million for
the three months ended March 31, 2019. The increase was primarily due to an
increase of $5.6 million in external costs related to our inclacumab program
driven by manufacturing
scale-up
activities. In addition, there was an increase of $4.0 million in internal and
external costs associated with our preclinical program, including higher
pre-clinical
research activities related to the Syros Agreement, which we entered into in
December 2019. The increase is partially offset by a $4.3 million decrease in
manufacturing costs for Oxbryta that was previously expensed to R&D. Following
the approval of Oxbryta in November 2019, we capitalize manufacturing costs to
inventory. R&D related stock-based compensation expense was $5.4 million for the
three months ended March 31, 2020 and $4.0 million for the three months ended
March 31, 2019. The increase was primarily due to hiring additional personnel.
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Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of costs incurred
in our commercial, executive, finance, corporate development, human resource,
information technology, legal, compliance and other general and administrative
functions, which include:
        •  employee-related expenses, which include salaries, benefits and
           stock-based compensation;





  • fees to third party vendors providing customer support services;





  • expenses incurred under agreements with consultants; and




• facilities and other allocated expenses, which include expenses for


           rent and maintenance of facilities, depreciation and 

amortization


           expense and other supplies.





We expense all selling, general and administrative costs in the periods in which
they are incurred. We expect our selling, general and administrative expenses to
continue to grow as we progress through the commercial launch of Oxbryta for the
treatment of SCD.
Selling, general and administrative, or SG&A, expenses increased by
$29.6 million or 164%, to $47.7 million for the three months ended March 31,
2020 from $18.1 million for the three months ended March 31, 2019. The increase
was primarily due to an increase of $12.9 million in salary and benefit costs
due to higher headcounts primarily in the commercial function, an increase of
$5.6 million in stock-based compensation expense as a result of our hiring
additional personnel and stock price appreciation, an increase of $9.2 million
in professional and consulting services due to the growth of our operations and
the commercialization of Oxbryta, and an increase of $1.9 million in other
general and administrative expenses due to the growth of our operations. SG&A
related stock-based compensation expense was $11.0 million for the three months
ended March 31, 2020 and $5.4 million for the three months ended March 31, 2019.
Liquidity, Capital Resources and Plan of Operations
We are not profitable and have incurred losses and negative cash flows from
operations each year since our inception. We have financed our operations
primarily through sale of equity securities. As of March 31, 2020, we had
$315.5 million in cash and cash equivalents and $299.7 million in marketable
securities.
Our primary use of cash is to fund operations. Cash used to fund operations is
impacted by the timing of when we pay these expenses, as reflected in the change
in our outstanding accounts payable and accrued expenses.
We believe that our existing capital resources will be sufficient to fund our
planned operations for at least the next twelve months. We have based this
estimate on assumptions that may prove to be wrong, and we could utilize our
available capital resources sooner than we currently expect. We believe we may
continue to require additional financing to commercialize Oxbryta, advance
Oxbryta through clinical development, to develop other potential product
candidates and to fund operations for the foreseeable future. We may continue to
seek funds through equity or debt financings, collaborative or other
arrangements with corporate sources, or through other sources of financing.
Adequate additional funding may not be available to us on acceptable terms, or
at all. Our failure to raise capital as and when needed could have a negative
impact on our financial condition and our ability to pursue our business
strategies. Our future funding requirements will depend on many factors,
including:
        •  our ability to successfully commercialize Oxbryta, inclacumab and any
           other product candidates we may identify and develop in any
           territories;





        •  the manufacturing, selling, and marketing costs associated with the
           commercialization of Oxbryta and the potential commercialization of
           inclacumab and any other product candidates we may identify and
           develop, including the cost and timing of establishing or

maintaining


           our sales and marketing capabilities in any territory(ies);





        •  the amount and timing of sales and other revenues from Oxbryta,
           inclacumab and any other product candidates we may identify and
           develop, including the sales price and the availability of adequate
           third-party reimbursement;





        •  the time and cost necessary to wind down our completed Phase 3 HOPE
           Study, to conduct and complete multiple ongoing studies 

(including our


           HOPE-KIDS 1 Study, Phase 3 HOPE-KIDS 2 Study and our OLE study in HOPE
           study countries);




• the time and cost necessary to conduct and complete any additional


           clinical studies required to pursue additional regulatory

approvals for


           Oxbryta for SCD, including our Phase 3 HOPE-KIDS 2 Study (which 

is


           intended as our required confirmatory study to move from our 

current


           Subpart H approval to a full approval of Oxbryta) and any

studies to


           support potential label expansions into younger SCD pediatric
           populations, or any other post-marketing studies for Oxbryta for SCD;





  • the progress, data and results of clinical trials of Oxbryta;





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• the progress, timing, scope and costs of our nonclinical studies, our


           clinical trials and other related activities, including our

ability to


           enroll subjects in a timely manner for our ongoing and future clinical
           trials of Oxbryta, inclacumab or any other product candidate that we
           may identify and develop;





        •  the costs of obtaining clinical and commercial supplies of Oxbryta,
           inclacumab and any other product candidates we may identify and
           develop;





        •  our ability to advance our development programs, including for Oxbryta,
           inclacumab and any other potential product candidate programs we may
           identify and pursue, the timing and scope of these development
           activities, and the availability of approval for any of our other
           product candidates;




• our ability to successfully obtain any additional regulatory approvals


           from any regulatory authorities, and the scope of any such

regulatory


           approvals, to market and sell Oxbryta, inclacumab and any other product
           candidates we may identify and develop in any territory(ies);





        •  the cash requirements of any future acquisitions or discovery of
           product candidates;




• the time and cost necessary to respond to technological and market


           developments;





        •  the extent to which we may acquire or
           in-license
           other product candidates and technologies, and the costs and

timing


           associated with any such acquisitions or
           in-licenses;





  • our ability to attract, hire, and retain qualified personnel; and




• the costs of maintaining, expanding, and protecting our intellectual


           property portfolio.





Further, our operating plan may change, and we may need additional funds to meet
operational needs and capital requirements for commercialization, clinical
trials and other research and development expenditures. With the exception of
our Term Loan, we currently have no credit facility or committed sources of
capital. Because of the numerous risks and uncertainties associated with the
development and commercialization of Oxbryta and other product candidates and
ongoing developments in connection with the
COVID-19
pandemic, we are unable to estimate the amounts of increased capital outlays and
operating expenditures associated with our current and anticipated
commercialization, clinical trials and research and development activities.
The following table summarizes our cash flows for the periods indicated (in
thousands):

                                                                  Three Months Ended
                                                                      March 31,
                                                                2020             2019
Cash used in operating activities                             $ (78,622 )     $  (40,316 )
Cash provided by (used in) investing activities                  91,126         (100,651 )
Cash provided by financing activities                               784     

22,446



Net increase (decrease) in cash, cash equivalents and
restricted cash                                               $  13,288       $ (118,521 )






Cash flows from operating activities
Cash used in operating activities for the three months ended March 31, 2020 was
$78.6 million, consisting of a net loss of $73.0 million, which was partially
offset by
non-cash
charges of $16.4 million for stock-based compensation and $3.2 million for net
depreciation and amortization expense. The change in our net operating assets
and liabilities was due primarily to an increase of $13.2 million in inventories
as we began capitalizing manufacturing of Oxbryta as inventory upon receipt of
FDA approval in November 2019, a decrease of $6.8 million in accrued liabilities
due to timing of services performed, a decrease of $6.3 million in accrued
compensation primarily due to the payment of annual employee bonuses, an
increase of $2.6 million in accounts payable due to timing of payments and
receipt of invoices, and an increase in accounts receivable of $1.9 million due
to timing of cash receipts associated with Oxbryta commercial sales.
Cash used in operating activities for the three months ended March 31, 2019 was
$40.3 million, consisting of a net loss of $48.9 million, which was partially
offset by
non-cash
charges of $9.5 million for stock-based compensation and $1.6 million for net
depreciation and amortization expense. The change in our net operating assets
and liabilities was due primarily to an increase of $1.3 million in accounts
payable due to timing of payments and receipt of invoices, and a decrease of
$4.4 million in accrued compensation primarily due to the payment of annual
employee bonus.
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Cash flows from investing activities
Cash provided by investing activities for the three months ended March 31, 2020
was $91.1 million, consisting of purchases of marketable securities of
$58.0 million and purchases of property and equipment of $2.5 million, which are
partially offset by maturities of marketable securities of $151.6 million.
Cash used in investing activities for the three months ended March 31, 2019 was
$100.7 million, consisting of purchases of marketable securities of
$164.2 million, which are partially offset by maturities of marketable
securities of $63.6 million.
Cash flows from financing activities
Cash provided by financing activities for the three months ended March 31, 2020
was $0.8 million, primarily from proceeds of $3.0 million from the issuance of
common stock to participants in the employee stock purchase plan and exercise of
stock options, which are partially offset by $2.1 million tax paid related to
net share settlement of equity awards.
Cash provided by financing activities for the three months ended March 31, 2019
was $22.4 million, primarily from net proceeds of $21.2 million from the
issuance of common stock in connection with the overallotment option exercised
by our underwriters in January 2019 and to a lesser extent, proceeds of
$1.9 million from the issuance of common stock to participants in the employee
stock purchase plan and exercise of stock options, which are partially offset by
$0.7 million tax paid related to net share settlement of equity awards.
Off-Balance
Sheet Arrangements
As of March 31, 2020, we had no
off-balance
sheet arrangements as defined in Item 303(a)(4) of Regulation
S-K
as promulgated by the SEC.
Contractual Obligations and Other Commitments
As of the date of this report, there were no material changes to our contractual
obligations and commitments outside the ordinary course of business during the
three months ended March 31, 2020, as compared to those disclosed in our Annual
Report on Form
10-K
for the year ended December 31, 2019.
Accounting Pronouncements Adopted
In August 2018, the Financial Accounting Standards Board, or FASB, issued
Accounting Standards Update, or ASU, No.

2018-15,


Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40),
Customer's Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement That Is a Service Contract
, or ASU
2018-15.
ASU No.

2018-15


requires a customer that is a party to a cloud computing service contract to
follow the
internal-use
software guidance in Subtopic
350-40
to determine which implementation costs to capitalize and which costs to
expense. The amendments in this update are effective for annual reporting
periods beginning after December 15, 2019, and interim periods within those
fiscal years. Early adoption of the amendments in this update is permitted. The
amendments in this update should be applied either retrospectively or
prospectively to all implementation costs incurred after the date of adoption.
We adopted ASU No.

2018-15


in the first quarter of 2020 and applied the guidance prospectively to the
implementation costs incurred in our implementations of various cloud computing
arrangements that are service contracts. The adoption of this new standard did
not have a material impact on our condensed consolidated financial statements.
In August 2018, the FASB issued ASU No.

2018-13,

Fair Value Measurement (Topic 820) . The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removals of, modification to, and additional disclosure requirements from Topic 820. The amendment of ASU No.

2018-13


removes disclosure requirements from Topic 820 in the areas of (1) the amount of
and reasons for transfers between Level 1 and Level 2 of the fair value
hierarchy, (2) the policy for timing of transfers between levels, and (3) the
valuation processes for Level 3 fair value measurements. The amendments in this
update are effective for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2019. Except for certain amendments related
to Level 3 fair value measurements, all the other amendments should be applied
retrospectively to all periods presented upon their effective date. Early
adoption is permitted upon issuance of ASU No.

2018-13.

We have adopted ASU No.

2018-13


in the first quarter of 2020 and applied the guidance retrospectively. The
adoption of this new standard did not have a material impact on our condensed
consolidated financial statements.
In June 2016, the FASB issued ASU No.

2016-13,


Measurement of Credit Losses on Financial Instruments (Topic 326)
, which amends the guidance on the impairment of financial instruments. The new
standard adds to U.S. GAAP an impairment model that is based on expected losses
rather than incurred losses, which is known as the current expected credit loss,
or CECL model. The CECL model applies to most debt instruments (other than those
measured at fair value), trade and other receivables, financial guarantee
contracts, and loan commitments.
Available-for-sale
debt securities are scoped out of this guidance. Our investment
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portfolio primarily consists of
available-for-sale
debt securities carried at fair value. Our accounts receivable do not have long
terms and we do not expect to write off accounts receivable. The amendments in
this update are effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2019. Early adoption of the
amendments in this update is permitted. We have adopted ASU No.

2016-13


in the first quarter of 2020 prospectively. The adoption of this new standard
did not have a material impact on our condensed consolidated financial
statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk


Our market risks as of March 31, 2020 have not changed materially from those
discussed in Item 7A of our Annual Report on Form
10-K
for the year ended December 31, 2019, filed with the SEC on February 26, 2020.
Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures
As required by Rule
13a-15(b)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our
management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as
defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) as of March 31, 2020. Based on the evaluation of our
disclosure controls and procedures as of March 31, 2020, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of March 31, 2020,
our disclosure controls and procedures were effective at the reasonable
assurance level.
Changes in Internal Control over Financial Reporting
During the first quarter of the current fiscal year, we implemented controls
related to the accounting for product sales and related reserves, accounts
receivable, and inventory and their related financial statement reporting. There
were no other changes in our internal controls over financial reporting (as
defined in Rules
13a-15(f)
and
15d-15(f)
under the Exchange Act) during the three months ended March 31, 2020 that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

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