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(1) Description of Business and Basis of Presentation
Nature of Business
Aspen Aerogels, Inc. (the Company) is an energy technology company that designs, develops and manufactures innovative, high-performance aerogel insulation. The Company also conducts research and development related to aerogel technology supported by funding from several agencies of the U.S. government and other institutions in the form of research and development contracts.
The Company maintains its corporate offices in Northborough, Massachusetts. The Company has two wholly owned subsidiaries: Aspen Aerogels Rhode Island, LLC and Aspen Aerogels Germany, GmbH.
On June 18, 2014, the Company completed an initial public offering (IPO) of 7,500,000 shares of its common stock at a public offering price of $11.00 per share. The Company received net proceeds of $74.7 million after deducting underwriting discounts and commissions of $4.3 million and offering expenses of approximately $3.5 million. Upon the closing of the offering, all of the Company’s then-outstanding (i) warrants to purchase Series C preferred stock (the Series C warrants) were subject to an automatic net cashless exercise, (ii) convertible preferred stock (including the shares of Series C preferred stock issued upon the automatic net cashless exercise of Series C warrants) automatically converted into 115,982 shares of common stock, and (iii) Convertible Notes and Senior Convertible Notes (see note 8) automatically converted into 15,319,034 shares of common stock.
Prior to the closing of the offering, the Company completed a 1-for-824.7412544 reverse stock split of its common stock. All common shares and related per share amounts in the financial statements and notes have been adjusted retroactively to reflect the reverse stock split.
Unaudited Interim Financial Information
The accompanying unaudited interim consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the Annual Report), filed with the Securities and Exchange Commission on March 13, 2015.
In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments that are of a normal recurring nature and necessary for the fair statement of the Company’s financial position as of September 30, 2015 and the results of its operations for the three and nine months ended September 30, 2015 and 2014 and the cash flows for the nine month periods then ended. The Company has evaluated events through the date of this filing.
The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or any other period.
There have been no changes to the Company’s significant accounting policies described in the Annual Report that have had a material impact on the Company’s consolidated financial statements and notes thereto.
Principles of Consolidation
The accompanying consolidated financial statements, which have been prepared in accordance with U.S. GAAP, include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
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(2) Significant Accounting Policies
Use of Estimates
The preparation of the consolidated financial statements requires the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, sales returns and allowances, inventory valuation, the carrying amount of property and equipment, fair value of debt and capital stock, stock-based compensation and deferred income taxes. The Company evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including the current economic environment, which are believed to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets and declines in business investment increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid instruments, which consist of money market accounts. All cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk.
Marketable Securities
Marketable securities consisted primarily of marketable debt securities which are classified as available-for-sale and are carried at fair value. The Company held no marketable securities as of September 30, 2015 or December 31, 2014. During the nine months ended September 30, 2015, the Company purchased $2.5 million of marketable securities which matured during the same period. The unrealized gains and losses on available-for-sale securities are recorded in accumulated other comprehensive income (loss). The Company considers all highly liquid investments with maturities of 90 days or less at the time of purchase to be cash equivalents, and investments with maturities of greater than 90 days at the time of purchase to be marketable securities. When a marketable security incurs a significant unrealized loss for a sustained period of time, the Company will review the instrument to determine if it is other-than-temporarily impaired. If it is determined that an instrument is other-than-temporarily impaired, the Company will record the unrealized loss in the consolidated statement of operations.
Deferred Revenue
The Company records deferred revenue for product sales when (i) the Company has delivered products but other revenue recognition criteria have not been satisfied, (ii) payments have been received in advance of products being delivered or (iii) amounts are billed in accordance with contractual terms in advance of products being delivered.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) consists of changes in the fair market value of available-for-sale securities. As of September 30, 2015 and December 31, 2014, the Company held no marketable securities.
Fair Value of Financial Instruments
Fair value is an exit price that represents the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company discloses the manner in which fair value is determined for assets and liabilities based on a three-tiered fair value hierarchy. The hierarchy ranks the quality and reliability of the information used to determine the fair values. The three levels of inputs described in the standard are:
Level 1: | Quoted prices in active markets for identical assets or liabilities. | |
Level 2: | Observable inputs, other than Level 1 prices, for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities. | |
Level 3: | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Under the Fair Value Option Subsections of Financial Accounting Standards Board (FASB) ASC Subtopic 825-10, Financial Instruments — Overall, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument by instrument basis, with changes in fair value reported in earnings each reporting period. As a result of electing this option, the Company recorded its previously outstanding Subordinated Notes, Senior Convertible Notes and Convertible Notes at fair value in order to measure these liabilities at amounts that more accurately reflect the economics of these instruments (see note 8).
During the nine months ended September 30, 2014, and prior to the completion of the Company’s IPO on June 18, 2014, the Company valued its then outstanding Subordinated Notes, Senior Convertible Notes and Convertible Notes utilizing Level 3 inputs.
Upon the completion of the Company’s IPO, the Company used a portion of the net proceeds to settle all obligations under the Subordinated Notes in full and the Senior Convertible Notes and Convertible Notes automatically converted into 15,319,034 shares of common stock.
During the nine months ended September 30, 2015, the Company purchased $2.5 million of marketable securities which matured during the same period. During this period, the instruments were valued utilizing level 1 inputs. As of September 30, 2015 and December 31, 2014, the Company held no marketable securities.
Stock-based Compensation
Stock-based compensation expense is measured at the grant date based on the fair value of the award. Expense is recognized on a straight-line basis over the requisite service period for all awards with service conditions. For performance-based awards, the grant date fair value is recognized as expense when the condition is probable of being achieved, and then on a graded basis over the requisite service period. The Company uses the Black-Scholes option-pricing model to determine the fair value of service-based option awards, which requires a number of complex and subjective assumptions including fair value of the underlying security, the expected volatility of the underlying security, a risk-free interest rate and the expected term of the option. The fair value of restricted stock and restricted stock unit grants is determined using the closing price of the Company’s common stock on the date of grant.
During the nine months ended September 30, 2015, the Company granted 219,944 restricted common stock units (RSUs) and non-qualified stock options (NSOs) to purchase 231,223 shares of common stock to its employees under the 2014 Employee, Director and Consultant Equity Incentive Plan (the 2014 Equity Plan). These RSUs and NSOs will vest over a three year period. In June 2015, the Company also issued 54,005 shares of restricted common stock and an additional 71,596 NSOs to its non-employee directors under the 2014 Equity Plan. The awards to non-employee directors vest one year from the date of grant. Pursuant to the evergreen provisions of the 2014 Equity Plan, the number of shares of common stock available for issuance under the plan automatically increased to 3,698,257 shares effective January 1, 2015.
Earnings per Share
The Company calculates net loss per common share based on the weighted-average number of common shares outstanding during each period. Potential common stock equivalents are determined using the treasury stock method. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, RSUs and warrants. Common equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive.
Segments
Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision maker when making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company views its operations and manages its business as one operating segment.
Information about the Company’s total revenues, based on shipment destination or services location, is presented in the following table:
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2015 | 2014 | 2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||||
Revenue: |
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U.S. |
$ | 12,088 | $ | 8,068 | $ | 33,810 | $ | 25,503 | ||||||||
International |
19,451 | 17,369 | 51,324 | 48,912 | ||||||||||||
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Total |
$ | 31,539 | $ | 25,437 | $ | 85,134 | $ | 74,415 | ||||||||
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Recently Issued Accounting Standards
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
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(3) Fair Value Measurements
The Company held no financial assets that were measured and reported at fair value as of September 30, 2015 or December 31, 2014. During the nine months ended September 30, 2015, the Company purchased $2.5 million of marketable securities which matured during the same period.
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(4) Inventories
Inventories consist of the following:
September 30, 2015 |
December 31, 2014 |
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(In thousands) | ||||||||
Raw materials |
$ | 4,841 | $ | 4,052 | ||||
Finished goods |
1,788 | 845 | ||||||
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Total |
$ | 6,629 | $ | 4,897 | ||||
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(5) Property, Plant and Equipment, Net
Property, plant and equipment consist of the following:
September 30, 2015 |
December 31, 2014 |
Useful life |
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(In thousands) | ||||||||||
Construction in progress |
$ | 2,500 | $ | 24,124 | — | |||||
Buildings |
23,852 | 16,303 | 30 years | |||||||
Machinery and equipment |
104,006 | 78,378 | 3-10 years | |||||||
Computer equipment and software |
6,850 | 5,556 | 3 years | |||||||
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Total |
137,208 | 124,361 | ||||||||
Accumulated depreciation and amortization |
(59,784 | ) | (52,869 | ) | ||||||
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Property, plant and equipment, net |
$ | 77,424 | $ | 71,492 | ||||||
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Depreciation expense was $7.4 million and $7.6 million for the nine months ended September 30, 2015 and 2014, respectively.
In March 2015, the Company placed into service approximately $31.8 million of assets related to the Company’s completed third production line at its manufacturing facility in East Providence, Rhode Island.
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(6) Accrued Expenses
Accrued expenses consist of the following:
September 30, 2015 |
December 31, 2014 |
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(In thousands) | ||||||||
Employee compensation |
$ | 3,294 | $ | 4,851 | ||||
Other accrued expenses |
1,171 | 737 | ||||||
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Total |
$ | 4,465 | $ | 5,588 | ||||
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(7) Other Long-term Liabilities
Other long-term liabilities consist of the following:
September 30, 2015 |
December 31, 2014 |
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(In thousands) | ||||||||
Asset retirement obligations (ARO) |
$ | 1,034 | $ | 1,018 | ||||
Other |
25 | 62 | ||||||
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1,059 | 1,080 | |||||||
Current maturities of other long-term liabilities |
(818 | ) | (50 | ) | ||||
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Other long-term liabilities, less current maturities |
$ | 241 | $ | 1,030 | ||||
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The Company has asset retirement obligations (ARO) arising from requirements to perform certain asset retirement activities upon the termination of its Northborough, Massachusetts (Northborough) facility lease and upon disposal of certain machinery and equipment. The liability was initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life.
A summary of ARO activity consists of the following:
September 30, 2015 |
September 30, 2014 |
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(In thousands) | ||||||||
Balance at beginning of period |
$ | 1,017 | $ | 1,008 | ||||
Accretion of discount expense |
31 | 30 | ||||||
Settlement costs |
(14 | ) | (31 | ) | ||||
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Balance at end of period |
$ | 1,034 | $ | 1,007 | ||||
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In August 2013, the Company extended its Northborough facility lease through December 2016. Accordingly, the Company classified the ARO as long term at December 31, 2014.
In September 2015, the Company elected to begin the restoration of 31,577 square feet of space formerly utilized for manufacturing operations in the Northborough facility. At that time, the Company engaged contractors to perform certain restoration services including the decommissioning of the former plant, the demolition and removal of remaining assets and other services to return the premises to broom-clean condition by December 31, 2015. For the nine months ended September 30, 2015 and 2014, the Company incurred less than $0.1 million in settlement costs in support of this effort.
The remaining ARO reserve totaling $0.2 million represents the estimated remaining restoration cost to exit the remaining space in the Northborough facility and is the maximum due under the terms of the lease. These costs are not expected to be settled until the conclusion of the lease in December 2016.
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(8) Interest Expense
Interest expense consists of the following:
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2015 | 2014 | 2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||||
Changes in fair value: |
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Subordinated Notes |
$ | — | $ | — | $ | — | $ | 1,543 | ||||||||
Senior Convertible Notes |
— | — | — | 11,373 | ||||||||||||
Convertible Notes, net of capitalization |
— | — | — | 37,095 | ||||||||||||
Debt closing costs |
— | 16 | — | 47 | ||||||||||||
Other interest |
46 | 31 | 136 | 167 | ||||||||||||
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Total interest expense |
$ | 46 | $ | 47 | $ | 136 | $ | 50,225 | ||||||||
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Prior to the completion of the Company’s IPO on June 18, 2014, the Company had Subordinated Notes, Senior Convertible Notes and Convertible Notes outstanding that were measured at fair value using level 3 inputs.
The change in fair value of the Subordinated Notes for the nine months ended September 30, 2014 was determined by utilizing a probability weighted discounted cash flow analysis of the amount to be paid on the notes upon the occurrence of certain events in which the Subordinated Notes would be repaid to the noteholders in cash. This analysis utilized assumptions related to the probability of the occurrence of each of the various events and appropriate discount rates for each of the scenarios. The Subordinated Notes were repaid in full on June 20, 2014. As of that date, the aggregate fair value of the Subordinated Notes was determined to be $18.8 million.
The change in the fair value of the Senior Convertible Notes and the Convertible Notes for the nine months ended September 30, 2014 was determined by utilizing a probability weighted discounted cash flow analysis which took into consideration market and general economic events as well as the Company’s financial results and other data available as of that date. This analysis determined the amount to be paid on the notes in either cash or shares at the occurrence of certain events in which the Senior Convertible Notes and the Convertible Notes would be converted into shares of the Company’s common stock or would be repaid to the noteholders in cash. This analysis also utilized assumptions related to the probability of the occurrence of each of the various events and appropriate discount rates for each of the scenarios. The fair value of the Senior Convertible Notes and the Convertible Notes upon the closing of the Company’s IPO were determined to be $39.5 million and $129.0 million, respectively.
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(9) Revolving Line of Credit
The Company maintains a revolving credit facility with Silicon Valley Bank. On September 3, 2014, the Company amended and restated the loan and security agreement to extend the maturity date of the facility to August 31, 2016 and increase the maximum amount the Company is permitted to borrow, subject to continued covenant compliance and borrowing base requirements, from $10 million to $20 million. At the Company’s election, the interest rate applicable to borrowings under the revolving credit facility may be based on the prime rate or LIBOR. Prime rate-based rates vary from prime rate plus 0.75% per annum to prime rate plus 1.75% per annum, while LIBOR-based rates vary from LIBOR plus 3.75% per annum to LIBOR plus 4.25% per annum. In addition, the Company is required to pay a monthly unused revolving line facility fee of 0.5% per annum of the average unused portion of the revolving credit facility. The revolving credit facility is secured by a first priority security interest in all assets of the Company, including those at the East Providence facility, except for certain exclusions.
At both September 30, 2015 and December 31, 2014, the Company had no amounts drawn on the revolving credit facility. The Company had outstanding letters of credit backed by the revolving credit facility of $2.7 million at September 30, 2015 and $1.4 million at December 31, 2014, respectively, which reduce the funds otherwise available to the Company under the facility. Based on the available borrowing base, the effective amount available to the Company under the revolving credit facility at September 30, 2015 was $13.0 million after consideration of the $2.7 million of outstanding letters of credit (see note 10). Under the revolving credit facility, the Company is required to comply with financial covenants relating to, among other items, minimum Adjusted EBITDA, maximum unfinanced capital expenditures and other non-financial covenants. At September 30, 2015, the Company was in compliance with all such financial covenants.
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(10) Commitments and Contingencies
Letters of Credit
Pursuant to the terms of its Northborough facility lease, the Company has been required to provide the lessor with letters of credit securing certain obligations. In addition, the Company has been required to provide certain customers with letters of credit securing obligations under commercial contracts.
The Company had letters of credit outstanding for $2.7 million at September 30, 2015 and $1.4 million at December 31, 2014. These letters of credit are secured by the Company’s revolving line of credit (see note 9).
Litigation
The Company is, from time to time, a party to litigation that arises in the normal course of its business operations. The Company is not presently a party to any litigation for which it believes a loss is probable requiring an amount to be accrued or a possible loss contingency requiring disclosure.
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(12) Income Taxes
The Company incurred net operating losses and recorded a full valuation allowance against net deferred tax assets for all periods presented. Accordingly, the Company has not recorded a provision for federal or state income taxes.
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Nature of Business
Aspen Aerogels, Inc. (the Company) is an energy technology company that designs, develops and manufactures innovative, high-performance aerogel insulation. The Company also conducts research and development related to aerogel technology supported by funding from several agencies of the U.S. government and other institutions in the form of research and development contracts.
The Company maintains its corporate offices in Northborough, Massachusetts. The Company has two wholly owned subsidiaries: Aspen Aerogels Rhode Island, LLC and Aspen Aerogels Germany, GmbH.
On June 18, 2014, the Company completed an initial public offering (IPO) of 7,500,000 shares of its common stock at a public offering price of $11.00 per share. The Company received net proceeds of $74.7 million after deducting underwriting discounts and commissions of $4.3 million and offering expenses of approximately $3.5 million. Upon the closing of the offering, all of the Company’s then-outstanding (i) warrants to purchase Series C preferred stock (the Series C warrants) were subject to an automatic net cashless exercise, (ii) convertible preferred stock (including the shares of Series C preferred stock issued upon the automatic net cashless exercise of Series C warrants) automatically converted into 115,982 shares of common stock, and (iii) Convertible Notes and Senior Convertible Notes (see note 8) automatically converted into 15,319,034 shares of common stock.
Prior to the closing of the offering, the Company completed a 1-for-824.7412544 reverse stock split of its common stock. All common shares and related per share amounts in the financial statements and notes have been adjusted retroactively to reflect the reverse stock split.
Unaudited Interim Financial Information
The accompanying unaudited interim consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the Annual Report), filed with the Securities and Exchange Commission on March 13, 2015.
In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments that are of a normal recurring nature and necessary for the fair statement of the Company’s financial position as of September 30, 2015 and the results of its operations for the three and nine months ended September 30, 2015 and 2014 and the cash flows for the nine month periods then ended. The Company has evaluated events through the date of this filing.
The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or any other period.
There have been no changes to the Company’s significant accounting policies described in the Annual Report that have had a material impact on the Company’s consolidated financial statements and notes thereto.
Principles of Consolidation
The accompanying consolidated financial statements, which have been prepared in accordance with U.S. GAAP, include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements requires the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, sales returns and allowances, inventory valuation, the carrying amount of property and equipment, fair value of debt and capital stock, stock-based compensation and deferred income taxes. The Company evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including the current economic environment, which are believed to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets and declines in business investment increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid instruments, which consist of money market accounts. All cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk.
Marketable Securities
Marketable securities consisted primarily of marketable debt securities which are classified as available-for-sale and are carried at fair value. The Company held no marketable securities as of September 30, 2015 or December 31, 2014. During the nine months ended September 30, 2015, the Company purchased $2.5 million of marketable securities which matured during the same period. The unrealized gains and losses on available-for-sale securities are recorded in accumulated other comprehensive income (loss). The Company considers all highly liquid investments with maturities of 90 days or less at the time of purchase to be cash equivalents, and investments with maturities of greater than 90 days at the time of purchase to be marketable securities. When a marketable security incurs a significant unrealized loss for a sustained period of time, the Company will review the instrument to determine if it is other-than-temporarily impaired. If it is determined that an instrument is other-than-temporarily impaired, the Company will record the unrealized loss in the consolidated statement of operations.
Deferred Revenue
The Company records deferred revenue for product sales when (i) the Company has delivered products but other revenue recognition criteria have not been satisfied, (ii) payments have been received in advance of products being delivered or (iii) amounts are billed in accordance with contractual terms in advance of products being delivered.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) consists of changes in the fair market value of available-for-sale securities. As of September 30, 2015 and December 31, 2014, the Company held no marketable securities.
Fair Value of Financial Instruments
Fair value is an exit price that represents the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company discloses the manner in which fair value is determined for assets and liabilities based on a three-tiered fair value hierarchy. The hierarchy ranks the quality and reliability of the information used to determine the fair values. The three levels of inputs described in the standard are:
Level 1: | Quoted prices in active markets for identical assets or liabilities. | |
Level 2: | Observable inputs, other than Level 1 prices, for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities. | |
Level 3: | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Under the Fair Value Option Subsections of Financial Accounting Standards Board (FASB) ASC Subtopic 825-10, Financial Instruments — Overall, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument by instrument basis, with changes in fair value reported in earnings each reporting period. As a result of electing this option, the Company recorded its previously outstanding Subordinated Notes, Senior Convertible Notes and Convertible Notes at fair value in order to measure these liabilities at amounts that more accurately reflect the economics of these instruments (see note 8).
During the nine months ended September 30, 2014, and prior to the completion of the Company’s IPO on June 18, 2014, the Company valued its then outstanding Subordinated Notes, Senior Convertible Notes and Convertible Notes utilizing Level 3 inputs.
Upon the completion of the Company’s IPO, the Company used a portion of the net proceeds to settle all obligations under the Subordinated Notes in full and the Senior Convertible Notes and Convertible Notes automatically converted into 15,319,034 shares of common stock.
During the nine months ended September 30, 2015, the Company purchased $2.5 million of marketable securities which matured during the same period. During this period, the instruments were valued utilizing level 1 inputs. As of September 30, 2015 and December 31, 2014, the Company held no marketable securities.
Stock-based Compensation
Stock-based compensation expense is measured at the grant date based on the fair value of the award. Expense is recognized on a straight-line basis over the requisite service period for all awards with service conditions. For performance-based awards, the grant date fair value is recognized as expense when the condition is probable of being achieved, and then on a graded basis over the requisite service period. The Company uses the Black-Scholes option-pricing model to determine the fair value of service-based option awards, which requires a number of complex and subjective assumptions including fair value of the underlying security, the expected volatility of the underlying security, a risk-free interest rate and the expected term of the option. The fair value of restricted stock and restricted stock unit grants is determined using the closing price of the Company’s common stock on the date of grant.
During the nine months ended September 30, 2015, the Company granted 219,944 restricted common stock units (RSUs) and non-qualified stock options (NSOs) to purchase 231,223 shares of common stock to its employees under the 2014 Employee, Director and Consultant Equity Incentive Plan (the 2014 Equity Plan). These RSUs and NSOs will vest over a three year period. In June 2015, the Company also issued 54,005 shares of restricted common stock and an additional 71,596 NSOs to its non-employee directors under the 2014 Equity Plan. The awards to non-employee directors vest one year from the date of grant. Pursuant to the evergreen provisions of the 2014 Equity Plan, the number of shares of common stock available for issuance under the plan automatically increased to 3,698,257 shares effective January 1, 2015.
Earnings per Share
The Company calculates net loss per common share based on the weighted-average number of common shares outstanding during each period. Potential common stock equivalents are determined using the treasury stock method. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, RSUs and warrants. Common equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive.
Segments
Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision maker when making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company views its operations and manages its business as one operating segment.
Information about the Company’s total revenues, based on shipment destination or services location, is presented in the following table:
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2015 | 2014 | 2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||||
Revenue: |
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U.S. |
$ | 12,088 | $ | 8,068 | $ | 33,810 | $ | 25,503 | ||||||||
International |
19,451 | 17,369 | 51,324 | 48,912 | ||||||||||||
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Total |
$ | 31,539 | $ | 25,437 | $ | 85,134 | $ | 74,415 | ||||||||
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Recently Issued Accounting Standards
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
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Information about the Company’s total revenues, based on shipment destination or services location, is presented in the following table:
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2015 | 2014 | 2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||||
Revenue: |
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U.S. |
$ | 12,088 | $ | 8,068 | $ | 33,810 | $ | 25,503 | ||||||||
International |
19,451 | 17,369 | 51,324 | 48,912 | ||||||||||||
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Total |
$ | 31,539 | $ | 25,437 | $ | 85,134 | $ | 74,415 | ||||||||
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Inventories consist of the following:
September 30, 2015 |
December 31, 2014 |
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(In thousands) | ||||||||
Raw materials |
$ | 4,841 | $ | 4,052 | ||||
Finished goods |
1,788 | 845 | ||||||
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Total |
$ | 6,629 | $ | 4,897 | ||||
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Property, plant and equipment consist of the following:
September 30, 2015 |
December 31, 2014 |
Useful life |
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(In thousands) | ||||||||||
Construction in progress |
$ | 2,500 | $ | 24,124 | — | |||||
Buildings |
23,852 | 16,303 | 30 years | |||||||
Machinery and equipment |
104,006 | 78,378 | 3-10 years | |||||||
Computer equipment and software |
6,850 | 5,556 | 3 years | |||||||
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Total |
137,208 | 124,361 | ||||||||
Accumulated depreciation and amortization |
(59,784 | ) | (52,869 | ) | ||||||
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Property, plant and equipment, net |
$ | 77,424 | $ | 71,492 | ||||||
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Accrued expenses consist of the following:
September 30, 2015 |
December 31, 2014 |
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(In thousands) | ||||||||
Employee compensation |
$ | 3,294 | $ | 4,851 | ||||
Other accrued expenses |
1,171 | 737 | ||||||
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Total |
$ | 4,465 | $ | 5,588 | ||||
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Other long-term liabilities consist of the following:
September 30, 2015 |
December 31, 2014 |
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(In thousands) | ||||||||
Asset retirement obligations (ARO) |
$ | 1,034 | $ | 1,018 | ||||
Other |
25 | 62 | ||||||
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1,059 | 1,080 | |||||||
Current maturities of other long-term liabilities |
(818 | ) | (50 | ) | ||||
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Other long-term liabilities, less current maturities |
$ | 241 | $ | 1,030 | ||||
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A summary of ARO activity consists of the following:
September 30, 2015 |
September 30, 2014 |
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(In thousands) | ||||||||
Balance at beginning of period |
$ | 1,017 | $ | 1,008 | ||||
Accretion of discount expense |
31 | 30 | ||||||
Settlement costs |
(14 | ) | (31 | ) | ||||
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Balance at end of period |
$ | 1,034 | $ | 1,007 |
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Interest expense consists of the following:
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2015 | 2014 | 2015 | 2014 | |||||||||||||
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Changes in fair value: |
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Subordinated Notes |
$ | — | $ | — | $ | — | $ | 1,543 | ||||||||
Senior Convertible Notes |
— | — | — | 11,373 | ||||||||||||
Convertible Notes, net of capitalization |
— | — | — | 37,095 | ||||||||||||
Debt closing costs |
— | 16 | — | 47 | ||||||||||||
Other interest |
46 | 31 | 136 | 167 | ||||||||||||
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Total interest expense |
$ | 46 | $ | 47 | $ | 136 | $ | 50,225 | ||||||||
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