krys-10q_20200630.htm

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If 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 ☐ No ☒

As of July 31, 2020, there were 19,664,059 shares of the registrant’s common stock issued and outstanding.

	(unaudited)
	June 30,			December 31,
(In thousands, except shares and per share data)	2020			2019
Assets
Current assets
Cash and cash equivalents	$	291,678		$	187,514
Short-term investments		5,496			6,171
Prepaid expenses and other current assets		1,365			2,195
Total current assets		298,539			195,880
Property and equipment, net		13,215			8,475
Long-term investments		—			497
Prepaid rent		2,400			—
Right-of-use asset		2,555			2,709
Other non-current assets		1,436			1,462
Total assets	$	318,145		$	209,023
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	1,613		$	1,021
Current portion of lease liability		539			480
Accrued expenses and other current liabilities		3,679			1,826
Total current liabilities		5,831			3,327
Lease liability		2,618			2,782
Total liabilities		8,449			6,109
Commitments and contingencies (Note 6)
Stockholders' equity
Preferred stock; $0.00001 par value; 20,000,000 shares authorized at June 30, 2020 (unaudited) and December 31, 2019; 2,061,773 shares issued, and no shares outstanding at June 30, 2020 (unaudited) and December 31, 2019		—			—
Common stock; $0.00001 par value; 80,000,000 shares authorized at June 30, 2020 (unaudited) and December 31, 2019; 19,664,059 and 17,354,310 shares issued and outstanding at June 30, 2020 (unaudited) and December 31, 2019, respectively		—			—
Additional paid-in capital		360,877			241,951
Accumulated other comprehensive income		40			10
Accumulated deficit		(51,221	)		(39,047	)
Total stockholders' equity		309,696			202,914
Total liabilities and stockholders' equity	$	318,145		$	209,023

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except share and per share data)	2020			2019			2020			2019
Expenses
Research and development	$	3,639		$	4,216		$	7,164		$	7,383
General and administrative		3,315			1,674			5,735			3,202
Total operating expenses		6,954			5,890			12,899			10,585
Loss from operations		(6,954	)		(5,890	)		(12,899	)		(10,585	)
Other Income
Interest and other income, net		121			542			725			1,126
Net loss		(6,833	)		(5,348	)		(12,174	)		(9,459	)
Unrealized gain on available-for-sale securities		16			2			30			16
Comprehensive loss	$	(6,817	)	$	(5,346	)	$	(12,144	)	$	(9,443	)

Net loss per common share: Basic and diluted	$	(0.37	)	$	(0.37	)	$	(0.68	)	$	(0.65	)

Weighted-average common shares outstanding: Basic and diluted		18,383,941			14,522,515			17,871,648			14,470,371

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


							Accumulated
	Common Stock				Additional Paid-in		Other Comprehensive		Accumulated			Total Stockholders'
(In thousands, except shares)	Shares		Amount		Capital		Income		Deficit			Equity
Balances at January 1, 2020		17,354,310	$	—	$	241,951	$	10	$	(39,047	)	$	202,914
Issuance of common stock, net		16,254		—		243		—		—			243
Stock-based compensation expense		—		—		539		—		—			539
Unrealized gain on investments		—		—		—		14		—			14
Net loss		—		—		—		—		(5,341	)		(5,341	)
Balances at March 31, 2020		17,370,564	$	—	$	242,733	$	24	$	(44,388	)	$	198,369
Issuance of common stock, net		2,293,495		—		117,337		—		—			117,337
Stock-based compensation expense		—		—		807		—		—			807
Unrealized gain on investments		—		—		—		16		—			16
Net loss		—		—		—		—		(6,833	)		(6,833	)
Balances at June 30, 2020		19,664,059	$	—	$	360,877	$	40	$	(51,221	)	$	309,696


							Accumulated
	Common Stock				Additional Paid-in		Other Comprehensive		Accumulated			Total Stockholders'
(In thousands, except shares)	Shares		Amount		Capital		Income		Deficit			Equity
Balances at January 1, 2019		14,428,916	$	—	$	133,183	$	2	$	(19,959	)	$	113,226
Issuance of common stock, net		14,653		—		44		—		—			44
Stock-based compensation expense		—		—		313		—		—			313
Unrealized gain on investments		—		—		—		14		—			14
Net loss		—		—		—		—		(4,111	)		(4,111	)
Balances at March 31, 2019		14,443,569	$	—	$	133,540	$	16	$	(24,070	)	$	109,486
Issuance of common stock, net		2,501,500		—		93,825		—		—			93,825
Stock-based compensation expense		—		—		325		—		—			325
Unrealized loss on investments		—		—		—		2		—			2
Net loss		—		—		—		—		(5,348	)		(5,348	)
Balances at June 30, 2019		16,945,069	$	—	$	227,690	$	18	$	(29,418	)	$	198,290

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Six Months Ended June 30,
(In thousands)	2020			2019
Operating Activities
Net loss	$	(12,174	)	$	(9,459	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		884			452
Stock-based compensation expense		1,346			638
Loss on disposals of fixed assets		3			54
Changes in operating assets and liabilities
Prepaid expenses and other current assets		366			63
Prepaid rent		(2,400	)		—
Lease liability		(105	)		(13	)
Accounts payable		706			490
Accrued expenses and other current liabilities		81			351
Net cash used in operating activities		(11,293	)		(7,424	)

Investing Activities
Purchases of property and equipment		(3,454	)		(2,945	)
Purchases of short-term investments		(3,193	)		(4,649	)
Proceeds from maturities of short-term investments		4,392			3,876
Net cash used in investing activities		(2,255	)		(3,718	)

Financing Activities
Issuance of common stock, net		117,712			94,059
Net cash provided by financing activities		117,712			94,059
Net increase in cash and cash equivalents		104,164			82,917

Cash and cash equivalents at beginning of period		187,514			103,670
Cash and cash equivalents at end of period	$	291,678		$	186,587

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Unpaid purchases of property and equipment	$	2,675		$	313
Unpaid offering costs	$	132		$	190
Initial recognition of right-of-use assets	$	—		$	3,066

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Krystal Biotech, Inc. and its consolidated subsidiary (the “Company,” or “we” or other similar pronouns) commenced operations in April 2016. In March 2017, the Company converted from a California limited liability company to a Delaware C-corporation, and changed its name from Krystal Biotech, LLC to Krystal Biotech, Inc. On June 19, 2018, the Company incorporated Krystal Australia Pty Ltd., an Australian proprietary limited company, for the purposes of undertaking preclinical and clinical studies in Australia. On April 24, 2019, the Company incorporated Jeune, Inc. in Delaware, a wholly-owned subsidiary, for the purpose of undertaking preclinical studies for aesthetic skin conditions.

We are a clinical stage gene therapy company developing a new class of transformative medicines to treat diseases caused by gene or protein dysfunction or absence. Using our patented platform that is based on engineered herpes simplex virus type 1 (“HSV-1”), we create vectors that encode functional proteins. Our vector is designed to be specifically and efficiently delivered to the target cell in an outpatient setting, via topical, intradermal or inhaled routes of administration, where the cell’s own machinery transcribes and translates the encoded protein, restoring or augmenting protein function to treat or prevent disease. We are primarily focused on applying our platform to treat rare monogenic skin conditions caused by insufficient or completely absent protein production. We have expanded our pipeline products to develop medicines to treat chronic, non-monogenic skin diseases and aesthetic skin conditions. Recognizing the breadth and potential transformative power of our HSV-1 vector platform, we have started expanding the scope of our product development beyond skin and have begun preclinical efforts in the field of pulmonary diseases.

As of June 30, 2020, the Company had an accumulated deficit of $51.2 million. With the net proceeds raised from its public and private securities offerings, including the public offering completed in May 2020, the Company believes that its cash, cash equivalents and short-term investments of approximately $297.2 million as of June 30, 2020 will be sufficient to allow the Company to fund its planned operations for at least the next 12 months from the date of this Quarterly Report on Form 10-Q. As the Company continues to incur losses, a transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability and unless and until it does, the Company will continue to need to raise additional capital or obtain financing from other sources. Management intends to fund future operations through the sale of equity and debt financings and may also seek additional capital through arrangements with strategic partners or other sources. There can be no assurance that additional funding will be available on terms acceptable to the Company, if at all.

The Company is subject to risks common to companies in the biotechnology industry, including but not limited to the failure of product candidates in clinical and preclinical studies, the development of competing product candidates or other technological innovations by competitors, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to commercialize product candidates.

The accompanying unaudited interim condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”), and the rules and regulations of the US Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassified amounts have no impact on the Company’s previously reported financial position or results of operation.

These unaudited interim condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 10, 2020.

The pandemic caused by an outbreak of a new strain of coronavirus (“COVID-19”) has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect our business. The Company is actively monitoring the impact of COVID-19 and the possible effects on its financial condition, liquidity, operations, suppliers, industry, and workforce. However, the full extent, consequences, and duration of the COVID-19 pandemic and the resulting impact on the Company cannot currently be predicted. The Company will continue to evaluate the impact that these events could have on the operations, financial position, and the results of operations and cash flows during fiscal year 2020.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements. Estimates are used in the following areas including stock-based compensation expense, accrued research and development expenses, the fair value of financial instruments, incremental borrowing rate for lease liability, and the valuation allowance included in the deferred income tax calculation.

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing pharmaceuticals.

Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents and investments. The Company’s policy is to invest its cash, cash equivalents and investments in money market funds, certificates of deposit and various other bank deposit accounts. The counterparties to the agreements relating to the Company’s investments consist of financial institutions of high credit standing. The Company is exposed to credit risk in the event of default by the financial institutions to the extent amounts recorded on the balance sheets are in excess of insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss.

Cash and cash equivalents consist of money market funds and bank deposits. Cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less at the date of purchase.

Investments with maturities of greater than 90 days but less than one year are classified as short-term investments on the consolidated balance sheets and consist of US Treasury bills and certificates of deposit. Investments with maturities of greater than one year are classified as long-term investments on the consolidated balance sheets and consist of certificates of deposit. Accrued interest on US Treasury bills and certificates of deposit are also classified as short-term investments.

As our entire investment portfolio is considered available for use in current operations, we classify all investments as available-for-sale securities. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive loss, which is a separate component of stockholders’ equity in the consolidated balance sheets.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy that prioritizes the inputs used in determining fair value by their reliability and preferred use, as follows:

To the extent that a valuation is based on models or inputs that are less observable, or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

There have been no significant changes to the valuation methods utilized by the Company during the periods presented. There have been no transfers between Level 1, Level 2, and Level 3 in any periods presented.

The carrying amounts of financial instruments consisting of cash and cash equivalents, investments, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities included in the Company’s financial statements, are reasonable estimates of fair value, primarily due to their short maturities. Marketable securities are classified as long-term investments if the Company has the ability and intent to hold them and such holding period is longer than one year. The Company classifies all of its investments as available-for-sale.

Our available-for-sale, short-term investments, which consist of US Treasury bills and certificates of deposit, are considered to be Level 2 valuations. The fair value of Level 2 financial assets is determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data, such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis.

Property and equipment, net, is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows:

Construction-in-progress is not depreciated until the asset is placed in service.

The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. An impairment loss would be recognized when estimated future cash flows

expected to result from the use of the asset and its eventual disposition are less than the carrying amount of the asset. The Company has not recognized any impairment losses for the three and six months ended June 30, 2020 and 2019.

We have entered into lease agreements for our laboratory, manufacturing and office space. On January 1, 2019, we adopted ASC 842 – Leases. Pursuant to ASC 842, all of our leases outstanding on January 1, 2019 continued to be classified as operating leases. With the adoption of ASC 842, we recorded an operating lease right-of-use asset of $1.1 million and an operating lease liability of $1.4 million on the condensed consolidated balance sheet. Right-of-use lease assets represent our right to use the underlying asset during the lease term and the lease obligation represents our commitment to make lease payments arising from the lease. Right-of-use lease assets and obligations were recognized based on the present value of remaining lease payments over the lease term. As the Company’s lease agreements do not provide an implicit rate and as the Company does not have any external borrowings, we have used an estimated incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for the payment is incurred. The Company adopted the new lease standard as of the effective date of January 1, 2019, with no restatement of prior periods or cumulative adjustment to retained earnings. Upon adoption, the Company took advantage of the transition package of practical expedients permitted within ASC 842, which allowed the Company not to reassess previous accounting conclusions around whether arrangements were, or contained, leases, as well as to carry forward both the historical classification of leases and the treatment of initial direct costs for existing leases. In addition, the Company also has made an accounting policy election to exclude leases with an initial term of twelve months or less from its balance sheet and to account for lease and non-lease components of its operating leases as a single component.

Research and development costs are charged to expense as incurred in performing research and development activities. The costs include employee compensation costs, facilities and overhead, preclinical and clinical activities, related clinical manufacturing costs, contract management services, regulatory and other related costs.

The Company estimates contract research and clinical trials materials manufacturing expenses based on the services performed pursuant to contracts with research and manufacturing organizations that manufacture materials used in the Company’s ongoing preclinical and clinical studies. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed.

In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers and the Company’s estimates of accrued expenses using information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly.

The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments, including grants of stock options and restricted stock, to be recognized in the statements of operations based on their grant-date fair values. Compensation expense is recognized on a straight-line basis based on the grant-date fair value over the associated service period of the award, which is generally the vesting term.

The Company estimates the fair value of its stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including: (i) the expected stock price volatility; (ii) the expected term of the award; (iii) the risk-free interest rate; and (iv) expected dividends. Due to the lack of sufficient history and trading volume of our Common Stock and a lack of Company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Due to the lack of Company-specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby the expected term equals the arithmetic mean of the vesting term and the original contractual term of the option. The risk-free interest rates are based on the US Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid and does not expect to pay dividends in the foreseeable future. The Company is also required to estimate forfeitures at the time of grant and to revise those estimates in subsequent periods if actual forfeitures differ from its estimates. To the extent that actual forfeitures differ from the Company’s estimates, the differences are recorded as a cumulative adjustment in the period the estimates were revised.

Comprehensive loss is defined as the change in equity during a period from transactions from non-owner sources. Unrealized gains or losses on available-for-sale securities is a component of other comprehensive gains or losses and is presented net of taxes. We have not recorded any reclassifications from other comprehensive gains or losses to net loss during any period presented.

In August 2018, the FASB issued ASU 2018-13 - Fair Value Measurement (Topic 820) (“ASU 2018-13”) which removes, modifies and adds disclosure requirements on fair value measurements. ASU 2018-13 removes disclosure requirements for transfers between Level 1 and Level 2 measurements and valuation processes for Level 3 measurements but adds new disclosure requirements including changes in unrealized gains/losses in other comprehensive income related to recurring Level 3 measurements. The amended guidance was effective for us commencing in the first quarter of 2020. Certain aspects may be applied prospectively while other aspects may be applied retrospectively upon the effective date. The adoption of the guidance resulted in us disclosing the Company’s cash, cash equivalents and available-for-sale securities by significant investment category as of June 30, 2020 and 2019.

Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of shares of common stock and common share equivalents outstanding for the period. Stock options are common share equivalents. There were 831,110 and 433,936 common share equivalents outstanding as of June 30, 2020 and 2019, respectively, in the form of stock options, that have been excluded from the calculation of diluted net loss per common share as their effect would be anti-dilutive for all periods presented.


	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
(In thousands, except shares and per share data)	(Unaudited)						(Unaudited)
Numerator:
Net loss per common share	$	(6,833	)	$	(5,348	)	$	(12,174	)	$	(9,459	)
Denominator:
Weighted-average basic and diluted common shares		18,383,941			14,522,515			17,871,648			14,470,371
Basic and diluted net loss per common share	$	(0.37	)	$	(0.37	)	$	(0.68	)	$	(0.65	)

The following tables show the Company’s cash, cash equivalents and available-for-sale securities by significant investment category as of June 30, 2020 and December 31, 2019, respectively (in thousands):

	June 30, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value		Cash and Cash Equivalents		Short-term Marketable Securities ⁽¹⁾		Long-term Marketable Securities ⁽²⁾
Level 1:
Cash	$	3	$	—	$	—	$	3	$	3	$	—	$	—
Money market instruments		291,675		—		—		291,675		291,675		—		—
Subtotal		291,678		—		—		291,678		291,678		—		—

Level 2:
U.S. government agency securities		1,000		6		—		1,006		—		1,006		—
Certificates of deposit		4,458		32		—		4,490		—		4,490		—
Subtotal		5,458		38		—		5,496		—		5,496		—

Total	$	297,136	$	38	$	—	$	297,174	$	291,678	$	5,496	$	—

	December 31, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value		Cash and Cash Equivalents		Short-term Marketable Securities ⁽¹⁾		Long-term Marketable Securities ⁽²⁾
Level 1:
Cash	$	3	$	—	$	—	$	3	$	3	$	—	$	—
Money market instruments		187,511		—		—		187,511		187,511		—		—
Subtotal		187,514		—		—		187,514		187,514		—		—

Level 2:
U.S. government agency securities		1,747		6		—		1,753		—		1,753		—
Certificates of deposit		4,911		4		—		4,915		—		4,418		497
Subtotal		6,658		10		—		6,668		—		6,171		497

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2020 and 2019	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION		32

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	62

SIGNATURES		63

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒