UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission File Number:
(Exact name of registrant as specified in its charter)
|
| (I.R.S. Employer |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻ |
| Accelerated filer ◻ | |
Smaller reporting company | |||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 3, 2023, the registrant had
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
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1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may, through our officers and other authorized representatives, make certain forward-looking statements in publicly released materials, both written and oral, including statements contained in filings with the Securities and Exchange Commission, press releases, and our communications with our stockholders.
Forward-looking statements are neither statements of historical facts nor assurances of future performance, but instead discuss the future of our business, operations, future financial performance and financial condition, plans, anticipated growth strategies, anticipated or perceived trends in our business, the industry in which we operate or the broader economy, and other objectives of management. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “positioned,” “potential,” “seek,” “should,” “target,” “will,” “would,” the negative of such terms, and other similar expressions although not all forward-looking statements contain these identifying words.
You should understand that the following important factors could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:
● | the ongoing and possible future effects arising from the COVID-19 pandemic, or other pandemics, epidemics or outbreaks of a contagious illness, and associated economic disruptions, including the frequency of surgical procedures using our products, labor and hospital staffing shortages, supply chain integrity, and inflation, impacting our business, financial condition, results of operations and cash flows; |
● | estimates regarding future results of operations, financial position, research and development costs, capital requirements and our needs for additional financing; |
● | the commercial success and degree of market acceptance of our products; |
● | our ability to expand, manage and maintain our direct sales and marketing organization and to market and sell our products in the U.S. and Europe; |
● | the performance of our exclusive contract manufacturer for our OviTex portfolio products, Aroa Biosurgery Ltd. (“Aroa”), in connection with the supply of product and in the development of additional products and product configurations within these product lines; |
● | our ability to maintain our supply chain integrity and expand our supply chain to manage increased demand for our products; |
● | our ability to compete successfully with larger competitors in our highly competitive industry; |
● | our ability to achieve and maintain adequate levels of coverage or reimbursement for our current products and any future products we may seek to commercialize; |
● | our ability to enhance our products, expand our indications and develop and commercialize additional products; |
● | the development, regulatory approval, efficacy and commercialization of competing products; |
● | our business model and strategic plans for our products, technologies and business, including our implementation thereof; |
● | the size of the markets for our current and future products; |
● | our ability to recruit and retain senior management and other highly qualified personnel; |
● | our ability to obtain additional capital to finance our planned operations; |
● | our ability to maintain regulatory approval for our products; |
● | our ability to commercialize or obtain regulatory approvals for our future products, or the effect of delays in commercializing or obtaining regulatory approvals; |
● | decreasing selling prices and pricing pressures; |
● | regulatory developments in the U.S. and European markets; |
● | the potential impact of healthcare reform in the U.S., including the Inflation Reduction Act of 2022, and measures being taken worldwide designed to reduce healthcare costs; |
2
● | the volatility of capital markets and other adverse macroeconomic factors, including due to inflationary pressures, interest rate and currency rate fluctuations, economic slowdown or recession, banking instability, geopolitical tensions or the outbreak of hostilities or war; |
● | our ability to develop and maintain our corporate infrastructure, including our internal controls; |
● | our ability to establish and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others; |
● | our expectations regarding the use of proceeds from recent and any future financings, if any; |
● | the occurrence of adverse safety events, restrictions on use with our products or product liability claims; and |
● | other risks and uncertainties, including those listed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (our “Annual Report”), our subsequent Quarterly Reports on Form 10-Q and the other documents we file with the Securities and Exchange Commission (the “SEC”). |
These forward-looking statements are based on management's current expectations, estimates, forecasts and projections about our business and the industry in which we operate, and management's beliefs and assumptions are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in the forward-looking statements are reasonable, the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements may not be achieved or occur at all.
You should refer to the section titled “Risk Factors” in our Annual Report, this Quarterly Report and any subsequent Quarterly Reports for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
3
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
TELA Bio, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
June 30, | December 31, | |||||
| 2023 |
| 2022 | |||
Assets |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net |
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Inventory |
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Prepaid expenses and other assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Right-of-use assets |
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Total assets | $ | | $ | | ||
Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued expenses and other current liabilities |
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Total current liabilities |
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Long‑term debt | | | ||||
Other long‑term liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock; $ | ||||||
Common stock; $ |
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Additional paid-in capital | | | ||||
Accumulated other comprehensive income |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | |
See accompanying notes to unaudited interim consolidated financial statements.
4
TELA Bio, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
(Unaudited)
Three months ended June 30, | Six months ended June 30, | |||||||||||
2023 |
| 2022 |
| 2023 |
| 2022 | ||||||
Revenue | $ | | $ | | $ | | $ | | ||||
Cost of revenue (excluding amortization of intangible assets) |
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Amortization of intangible assets |
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Gross profit |
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Operating expenses: |
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Sales and marketing |
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General and administrative |
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Research and development |
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Total operating expenses |
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Loss from operations |
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Other expense: |
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Interest expense |
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Loss on extinguishment of debt | — | ( | — | ( | ||||||||
Other income (expense) |
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Total other expense |
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Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss per common share, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average common shares outstanding, basic and diluted |
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Comprehensive loss: |
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Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Foreign currency translation adjustment |
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Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( |
See accompanying notes to unaudited interim consolidated financial statements.
5
TELA Bio, Inc.
Consolidated Statements of Stockholders’ Equity
Three and Six Months Ended June 30, 2023
(In thousands, except share amounts)
(Unaudited)
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Additional | other | ||||||||||||||||
Common stock | paid‑in | comprehensive | Accumulated | ||||||||||||||
| Shares |
| Amount |
| capital |
| income |
| deficit |
| Total | ||||||
Balance at April 1, 2023 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Vesting of share-based awards and exercise of stock options |
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| — |
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| — |
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Shares withheld for employee taxes | ( | — | ( | — | — | ( | |||||||||||
Foreign currency translation adjustment |
| — |
| — |
| — |
| ( |
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| ( | |||||
Stock‑based compensation expense |
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Sale of common stock, net of underwriting discounts, commissions and offering costs | | | | — | — | | |||||||||||
Net loss |
| — |
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| — |
| ( |
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Balance at June 30, 2023 |
| | $ | | $ | | $ | | $ | ( | $ | |
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Additional | other | ||||||||||||||||
Common stock | paid‑in | comprehensive | Accumulated | ||||||||||||||
| Shares |
| Amount |
| capital |
| income |
| deficit |
| Total | ||||||
Balance at January 1, 2023 | | $ | | $ | | $ | | $ | ( | $ | | ||||||
Vesting of share-based awards and exercise of stock options |
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Shares withheld for employee taxes | ( | — | ( | — | — | ( | |||||||||||
Foreign currency translation adjustment |
| — |
| — |
| — |
| ( |
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| ( | |||||
Stock‑based compensation expense |
| — |
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Sale of common stock, net of underwriting discounts, commissions and offering costs | | | | — | — | | |||||||||||
Net loss |
| — |
| — |
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| — |
| ( |
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Balance at June 30, 2023 |
| | $ | | $ | | $ | | $ | ( | $ | |
See accompanying notes to unaudited interim consolidated financial statements.
6
TELA Bio, Inc.
Consolidated Statements of Stockholders’ Equity (Deficit)
Three and Six Months Ended June 30, 2022
(In thousands, except share amounts)
(Unaudited)
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Additional | other | ||||||||||||||||
Common stock | paid‑in | comprehensive | Accumulated | ||||||||||||||
| Shares |
| Amount |
| capital |
| income (loss) | deficit |
| Total | |||||||
Balance at April 1, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Vesting of common stock previously subject to repurchase |
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Vesting of share-based awards and exercise of stock options |
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Foreign currency translation adjustment | — | — | — | | — | | |||||||||||
Stock‑based compensation expense |
| — |
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Net loss |
| — |
| — |
| — | — |
| ( |
| ( | ||||||
Balance at June 30, 2022 |
| | $ | | $ | | $ | | $ | ( | $ | ( |
Accumulated | |||||||||||||||||
Additional | other | ||||||||||||||||
Common stock | paid‑in | comprehensive | Accumulated | ||||||||||||||
| Shares |
| Amount |
| capital |
| income (loss) | deficit |
| Total | |||||||
Balance at January 1, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Vesting of common stock previously subject to repurchase |
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Vesting of share-based awards and exercise of stock options |
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Shares withheld for employee taxes | ( | — | ( | — | — | ( | |||||||||||
Foreign currency translation adjustment | — | — | — | | — | | |||||||||||
Stock‑based compensation expense |
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Net loss |
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| ( |
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Balance at June 30, 2022 |
| | $ | | $ | | $ | | $ | ( | $ | ( |
See accompanying notes to unaudited interim consolidated financial statements.
7
TELA Bio, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six months ended June 30, | ||||||
| 2023 | 2022 | ||||
Cash flows from operating activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation expense |
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Noncash interest expense |
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Noncash loss on extinguishment of debt | — | | ||||
Amortization of intangible assets |
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Net changes in operating lease ROU assets and liabilities | ( | ( | ||||
Inventory excess and obsolescence charge |
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Stock‑based compensation expense |
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Change in operating assets and liabilities: | ||||||
Accounts receivable, net |
| ( |
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Inventory |
| ( |
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Prepaid expenses and other current assets |
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Accounts payable |
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Accrued expenses and other current and long-term liabilities |
| ( |
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Foreign currency remeasurement (gain) loss | ( | | ||||
Net cash used in operating activities |
| ( |
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Cash flows from investing activities: | ||||||
Purchase of property and equipment |
| ( |
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Net cash used in investing activities |
| ( |
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Cash flows from financing activities: | ||||||
Proceeds from sale of common stock, net of underwriting discounts, commissions and offering costs | | — | ||||
Proceeds from issuance of long‑term debt | — | | ||||
Repayment of long‑term debt |
| — |
| ( | ||
Payment of debt financing costs | — | ( | ||||
Proceeds from exercise of stock options |
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Payment of withholding taxes related to stock-based compensation to employees | ( | ( | ||||
Net cash provided by financing activities |
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Effect of exchange rate on cash and cash equivalents |
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Net increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid during the period for interest | $ | | $ | | ||
Supplemental disclosures of noncash investing and financing activities: | ||||||
Property and equipment in accounts payable and accrued expenses and other current liabilities | $ | | $ | | ||
Offering costs in accounts payable and accrued expenses and other current liabilities | $ | | $ | | ||
Intangible asset in accrued expenses and other liabilities | $ | — | $ | | ||
Operating lease ROU asset exchanged for operating lease liabilities | $ | — | $ | | ||
Tenant improvement and deferred rent reclassified to operating lease liabilities | $ | — | $ | | ||
Operating lease liabilities assumed for operating lease ROU assets | $ | — | $ | |
See accompanying notes to unaudited interim consolidated financial statements.
8
(1) Background
TELA Bio, Inc. (the “Company”) was incorporated in the state of Delaware on April 17, 2012 and wholly owns TELA Bio Limited, a company incorporated in the United Kingdom. The Company is a commercial-stage medical technology company focused on providing innovative soft-tissue reconstruction solutions that optimize clinical outcomes by prioritizing the preservation and restoration of the patient’s own anatomy. OviTex Reinforced Tissue Matrix (“OviTex”), the Company’s first portfolio of products, addresses unmet needs in hernia repair and abdominal wall reconstruction by combining the benefits of biologic matrices and polymer materials while minimizing their shortcomings, at a cost-effective price. OviTex PRS Reinforced Tissue Matrix (“OviTex PRS”), the Company’s second portfolio of products, addresses unmet needs in plastic and reconstructive surgery. The Company’s principal corporate office and research facility is located in Malvern, Pennsylvania.
The Company has been directly impacted by the COVID-19 pandemic since the onset of the pandemic in 2020. To date, among other impacts on the Company’s business related to the pandemic, physicians and their patients have been required by state mandates, or have chosen to, defer elective surgery procedures in which the Company’s products otherwise would be used. There remains uncertainty and lack of visibility regarding the Company’s near-term revenue growth prospects and product development plans due to the volatility in the frequency of surgical procedures using the Company’s products, including through labor and hospital staffing shortages and the allocation of hospital resources due to financial strain experienced during the COVID-19 pandemic. Although the Company continues to monitor developments related to hospital capacity and the volume of elective procedures, there is uncertainty regarding the pace to which surgical volumes will normalize to their pre-pandemic levels and the timing to address the backlog of deferred procedures. The full extent of the impact of the COVID-19 pandemic on the Company’s business, results of operations and financial condition, including revenue, expenses, manufacturing capability, supply chain integrity, staffing availability, research and development costs and employee-related compensation, will depend on future developments that are highly uncertain.
(2) Risks and Liquidity
The Company’s operations to date have focused on commercializing products, developing and acquiring technology and assets, business planning, raising capital and organization and staffing. The Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit of $
On April 21, 2023, the Company completed an underwritten public offering in which the Company sold
The operations of the Company are subject to certain risks and uncertainties including, among others, the uncertainty of product development, the impact of macroeconomic conditions, including the COVID-19 pandemic or other public health crises, general economic uncertainty, including as a result of inflationary pressures and the measures undertaken by various governments to address them, banking instability, geopolitical factors such as the ongoing war in Ukraine, technological uncertainty, commercial acceptance of any developed products, alternative competing technologies, dependence on collaborative partners, uncertainty regarding patents and proprietary rights, comprehensive government regulations, and dependence on key personnel.
(3) Summary of Significant Accounting Policies
The Company’s complete summary of significant accounting policies can be found in “Note 3, Summary of Significant Accounting Policies” in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Any reference in these notes to applicable guidance is meant to refer to generally
9
TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
accepted accounting principles (“GAAP”) in the U.S. as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).
Interim Financial Statements
The accompanying unaudited interim consolidated financial statements have been prepared from the books and records of the Company in accordance with GAAP for interim financial information and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”), which permits reduced disclosures for interim periods. All adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the accompanying consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ equity and cash flows have been made. Although these interim consolidated financial statements do not include all of the information and footnotes required for complete annual consolidated financial statements, management believes the disclosures are adequate to make the information presented not misleading. The unaudited interim results of operations and cash flows are not necessarily indicative of the results that may be expected for the full year. The unaudited interim consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the year ended December 31, 2022.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant judgments are employed in estimates used to determine the recoverability of the carrying value of the Company’s inventory. As future events and their effects cannot be determined with precision, actual results may differ significantly from these estimates.
Revenue Recognition
Under ASC Topic 606, Revenue from Contracts with Customers, (“ASC 606”), an entity recognizes revenue when its customer obtains control of the promised good, in an amount that reflects the consideration that the entity expects to be entitled in exchange for those goods. The Company performs the following five steps to recognize revenue under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only recognizes revenue when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services that will be transferred to the customer.
A significant portion of the Company’s revenue is generated from product shipped to customers or from consigned inventory maintained at hospitals or other surgical facilities. Revenue from the sale of consigned products is recognized when control is transferred to the customer, which occurs at the time the product is used in a surgical procedure. For product that is not held on consignment, the Company recognizes revenue when control transfers to the customer, which occurs at the time the product is shipped or delivered. For all of the Company’s customer contracts, the only identified performance obligation is providing the product to the customer.
Revenue is recognized at the estimated net sales price which includes estimates of variable consideration. The Company enters into contracts with certain third-party payors for the payment of rebates with respect to the utilization of its products. These rebates are based on contractual percentages. The Company estimates and records these rebates in the same period the related revenue is recognized, resulting in a reduction of product revenue.
Payment terms with customers do not exceed one year and, therefore, the Company does not account for a financing component in these arrangements. There are
10
TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
obtaining a contract with a customer (e.g., sales commissions) when incurred as the period of benefit is less than one year. Fees charged to customers for shipping are recognized as revenue.
The following table presents revenue disaggregated by our portfolio of products (in thousands):
Three months ended June 30, | Six months ended June 30, | |||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||
OviTex | $ | | $ | | $ | | $ | | ||||
OviTex PRS | | | | | ||||||||
Other | | | | | ||||||||
Total revenue | $ | | $ | | $ | | $ | |
Sales outside of the U.S. were $
Fair value of financial instruments
Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction among market participants. Fair value determination in accordance with applicable accounting guidance requires that a number of significant judgments are made. Additionally, fair value is used on a nonrecurring basis to evaluate assets for impairment or as required for disclosure purposes by applicable accounting guidance on disclosures about fair value of financial instruments. Depending on the nature of the assets and liabilities, various valuation techniques and assumptions are used when estimating fair value. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, other assets, and accounts payable are shown at cost, which approximates fair value due to the short-term nature of these instruments. The carrying amounts of the Company’s current Credit and Security Agreement approximated its fair value due to its variable interest rate.
The Company follows the provisions of FASB ASC Topic 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories:
● | Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
● | Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. |
● | Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). |
11
TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
Fair value measurement at reporting date using | |||||||||
Quoted prices in | |||||||||
active markets | Significant other | Significant | |||||||
for identical | observable | unobservable | |||||||
assets | inputs | inputs | |||||||
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
June 30, 2023: | |||||||||
Cash equivalents – money market fund | $ | | $ | — | $ | — | |||
December 31, 2022: | |||||||||
Cash equivalents – money market fund | $ | | $ | — | $ | — |
Net loss per common share
Basic and diluted net loss per common share is determined by dividing net loss by the weighted-average shares of common stock outstanding during the reporting period. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share since dilutive shares are not assumed to have been issued if their effect is antidilutive. Therefore, the weighted-average shares used to calculate both basic and diluted net loss per share are the same.
The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding for the periods presented, as they would be antidilutive.
Three and Six months ended June 30, | ||||
2023 | 2022 | |||
Stock options (including shares subject to repurchase) | |
| | |
Unvested restricted stock units | | | ||
Common stock warrants | | | ||
Total |
| |
| |
Recently Issued Accounting Pronouncements
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The standard was effective for the Company beginning January 1, 2023, and the adoption of this guidance did not have a significant impact on the consolidated financial statements and related disclosures.
In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts
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TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. The new guidance also modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those annual periods. The adoption of this guidance is not expected to have a significant impact on the consolidated financial statements and related disclosures.
(4) Leases
The Company leases office and laboratory space in Malvern, Pennsylvania under a noncancelable lease (the “Malvern Lease”). The Malvern Lease, which was concluded to be an operating lease, was amended in December 2020 to extend the term of the lease from May 2021 to May 2028. The Malvern Lease has annual scheduled payment increases and provides the Company a
The Company's lease does not provide an implicit rate, and therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company used an incremental borrowing rate of
The Company recognized $
The following table reconciles the undiscounted future minimum lease payments (displayed in aggregate by year) under non-cancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the consolidated balance sheets as of June 30, 2023 (in thousands):
Remainder of 2023 | $ | |
2024 |
| |
2025 | | |
2026 | | |
2027 | | |
Thereafter | | |
Total undiscounted future minimum lease payments | $ | |
Less imputed interest | ( | |
Total operating lease liabilities | $ | |
As of June 30, 2023, $
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TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
(5) Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
June 30, | December 31, | |||||
| 2023 |
| 2022 | |||
Compensation and related benefits | $ | | $ | | ||
Third-party and professional fees |
| |
| | ||
Amounts due to contract manufacturer | | | ||||
Current portion of operating lease liabilities | | | ||||
Research and development expenses | | | ||||
Other |
| |
| | ||
Total accrued expenses and other current liabilities | $ | | $ | |
(6) Long-term Debt
Long-term debt consisted of the following (in thousands):
June 30, | December 31, | |||||
| 2023 |
| 2022 | |||
MidCap Term Loan | $ | | $ | | ||
End of term charge |
| |
| | ||
Unamortized end of term charge and issuance costs |
| ( |
| ( | ||
Long-term debt | $ | | $ | |
MidCap Term Loan
On May 26, 2022, the Company entered into the Credit and Security Agreement (the “MidCap Credit Agreement”) with MidCap Financial Trust, as agent, and certain lender parties thereto. The MidCap Credit Agreement provides for up to $
Pursuant to the MidCap Credit Agreement, the Company provided a first priority security interest in all existing and future acquired assets, including intellectual property, owned by the Company. The MidCap Credit Agreement contains certain covenants that limit the Company’s ability to engage in certain transactions that may be in the Company’s long-term best interests, including the incurrence of additional indebtedness, effecting certain corporate changes, making certain investments, acquisitions or dispositions and paying dividends.
The MidCap Credit Agreement also contains customary indemnification obligations and customary events of default, including, among other things, (i) non-payment, (ii) breach of warranty, (iii) non-performance of covenants and obligations, (iv) default on other indebtedness, (v) judgments, (vi) change of control, (vii) bankruptcy and insolvency, (viii) impairment of security, (ix) key permit events, (x) termination of a pension plan, (xi) regulatory matters, (xii) material adverse effect and (xiii) breach of material contracts.
In addition, the Company must maintain minimum net revenue levels tested quarterly. In the event of default under the MidCap Credit Agreement, the Company would be required to pay interest on principal and all other due and unpaid obligations at the current rate in effect plus
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TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
The MidCap Term Loans mature on May 1, 2027 and bear interest at a rate equal to
Subject to certain limitations, the MidCap Term Loans have a prepayment fee equal to
OrbiMed Term Loan (Related Party)
In November 2018, the Company entered into a senior secured term loan facility with OrbiMed (the “OrbiMed Credit Facility”), a related party as the lender is affiliated with a stockholder of the Company, which consisted of up to $
The OrbiMed Term Loan bore interest at a rate equal to
(7) Stockholders’ Equity
In December 2020, the Company entered into an Equity Distribution Agreement (the “Equity Agreement”) with Piper Sandler & Co, (the “Sales Agent”) in connection with the establishment of an at-the-market offering program under which the Company may sell up to an aggregate of $
In August 2022, the Company completed an underwritten public offering in which the Company issued and sold
In April 2023, the Company completed an underwritten public offering in which the Company issued and sold
15
TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
2023) at a public offering price of $
Warrants
The Company had the following warrants outstanding to purchase common stock at June 30, 2023:
Exercise | Expiration | ||||||
| Outstanding |
| price |
| dates | ||
Common stock warrants |
| | $ | |
| ||
Common stock warrants |
| |
| |
| ||
| |
(8) Stock-Based Compensation
The Company has
The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense ratably over the vesting period of the award. The Company recorded stock-based compensation expense in the following expense categories of the accompanying consolidated statements of operations and comprehensive loss (in thousands):
Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2023 |
| 2022 | 2023 | 2022 | |||||||
Sales and marketing | $ | | $ | | $ | | $ | | ||||
General and administrative | |
| |
| |
| | |||||
Research and development |
| |
| |
| |
| | ||||
Total stock‑based compensation | $ | | $ | | $ | | $ | |
Stock Options
The Company’s stock options vest based on the terms in each award agreement and generally vest over
16
TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
The following table summarizes stock option activity:
Weighted | |||||||
average | |||||||
Weighted | remaining | ||||||
Number of | average exercise | contractual term | |||||
| shares |
| price per share |
| (years) | ||
Outstanding at January 1, 2023 | | $ | | ||||
Granted | | | |||||
Exercised | ( | | |||||
Canceled/forfeited | ( | | |||||
Outstanding at June 30, 2023 | | $ | | ||||
Vested and expected to vest at June 30, 2023 |
| | $ | |
| ||
Exercisable at June 30, 2023 |
| | $ | |
|
Included in outstanding options at June 30, 2023, were
The weighted average grant-date fair value per share of options granted was $
Estimating Fair Value of Stock Options
The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Certain of these inputs are subjective and generally require judgment to determine.
Expected term – The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. The Company uses the simplified method for estimating the expected term as provided by the SEC. The simplified method calculates the expected term as the average time to vesting and the contractual life of the options.
Expected volatility – Due to the Company’s limited operating history and lack of sufficient company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers, as well as the Company’s, whose share prices are publicly available.
Risk-free interest rate – The risk-free rate assumption is based on U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options.
Expected dividend – The Company has not paid and does not intend to pay dividends.
17
TELA Bio, Inc.
Notes to Unaudited Interim Consolidated Financial Statements (Continued)
The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model and the weighted average assumptions in the table below:
Six months ended | |||
| June 30, 2023 | ||
Expected dividend yield |
| — | |
Expected volatility |
| | % |
Risk‑free interest rate |
| | % |
Expected term (in years) |
|
Restricted Stock Units
The Company has issued service-based and performance-based restricted stock units (“RSUs”). During the six months ended June 30, 2023, the Company granted
Number of | ||
| shares | |
Unvested balance at January 1, 2023 | | |
Granted | | |
Vested | ( | |
Canceled/forfeited | ( | |
Outstanding at June 30, 2023 | |
Included in outstanding RSUs at June 30, 2023, were
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as other sections in this Quarterly Report, should be read in conjunction with our unaudited interim consolidated financial statements and related notes thereto included elsewhere herein and the consolidated financial statements and notes thereto for the year ended December 31, 2022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report filed with the SEC on March 23, 2023. In addition to historical financial information, some of the information contained in the following discussion and analysis contains 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 (the “Exchange Act”). All statements other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy, current and prospective products, product approvals, research and development costs, current and prospective collaborations, timing and likelihood of success, plans and objectives of management for future operations and future results of current and anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Overview
We are a commercial-stage medical technology company focused on providing innovative soft-tissue reconstruction solutions that optimize clinical outcomes by prioritizing the preservation and restoration of the patient’s own anatomy. Our growing product portfolio is purposefully designed to leverage the patient’s natural healing response while minimizing long-term exposure to permanent synthetic materials. We are committed to delivering our advanced technologies with a strong economic value proposition to assist surgeons and institutions in providing next-generation soft-tissue repair solutions to more patients worldwide.
We are dedicated to building true partnerships with surgeons and healthcare providers to deliver solutions that provide both clinical and economic improvements. We believe that genuine collaboration with surgeons and healthcare providers results in the development of new solutions that empower patient care.
Our first portfolio of products, the OviTex Reinforced Tissue Matrix (“OviTex”), which we first commercialized in the U.S. in July 2016, addresses unmet needs in hernia repair and abdominal wall reconstruction by combining the benefits of biologic matrices and polymer materials while minimizing their shortcomings, at a cost-effective price.
Hernia repair is one of the most common surgeries performed in the U.S., representing approximately 1.1 million procedures annually. Based on the volume weighted average selling price of our OviTex products, we estimate the annual U.S. total addressable market opportunity for our OviTex products to be approximately $1.5 billion.
Our OviTex portfolio consists of multiple product configurations intended to address various surgical procedures within hernia repair and abdominal wall reconstruction, including ventral, inguinal, and hiatal hernia repair. In addition, we have also designed an OviTex product specifically for use in laparoscopic and robotic-assisted hernia repair, which we market as OviTex LPR and began commercializing this product in November 2018. We recently launched two new, larger configurations of OviTex LPR, designed for ventral and incisional hernias.
We have also focused on evaluating and publishing clinical data on the effectiveness and safety of our OviTex products. To date, there have been over thirty published or presented works relating to these clinical findings, either by us or a third-party evaluating the OviTex product. In October 2022, the 24-month results of our single arm, multicenter post-market clinical study, which we refer to as our BRAVO study, were published in the Annals of Medicine and Surgery. The BRAVO study was designed to evaluate the clinical performance of OviTex for primary or recurrent ventral hernias using open, laparoscopic, or robotic techniques in 92 enrolled patients. The recurrence rate at the 24-month time point was 2.6%, and surgical site occurrences (“SSOs”) were observed in 38% of the study population. Of the enrolled patients, 78% were characterized as high risk for experiencing an SSO based on at least one known risk factor, which
19
included obesity, active smoking, COPD, diabetes mellitus, coronary artery disease, or advanced age (≥75 years). The results also indicated that BRAVO patients experienced statistically significant and clinically meaningful improvements in their quality of life and perceived health based on patient responses to the EuroQol-5 Dimension (EQ-5D) health assessment and the validated 12-question Hernia-Related Quality of Life survey (HerQLes). In addition to the BRAVO study and other current clinical initiatives, we also commenced enrollment in May 2021 for our BRAVO II study, a prospective study evaluating the use of OviTex in robot-assisted ventral and inguinal hernia repairs.
Our second portfolio of products, the OviTex PRS Reinforced Tissue Matrix (“OviTex PRS”), which we first commercialized in the U.S. in May 2019, addresses unmet needs in plastic and reconstructive surgery. OviTex PRS is indicated for use in implantation to reinforce soft-tissue where weakness exists in patients requiring soft-tissue repair or reinforcement in plastic and reconstructive surgery. Our OviTex PRS portfolio is supported by non-human primate data that demonstrated more rapid tissue integration and tissue remodeling compared to the market leading biologic matrix used in this indication. Based on the current sales of biologic matrices in the U.S., we estimate the annual U.S. current addressable market opportunity for our OviTex PRS products to be approximately $700 million.
Our OviTex products have received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”), which clearance was obtained and is currently held by our exclusive contract manufacturer of these products, Aroa. In April 2019, our first OviTex PRS products received 510(k) clearance from the FDA, which clearance was obtained by Aroa and is currently held by us. In March 2023, we received an additional 510(k) clearance, which expands the OviTex PRS portfolio to include OviTex PRS Long-Term Resorbable. We have also engaged in discussions with the FDA regarding an Investigational Device Exemption protocol to stud