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)
|
||
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
||
(Address of principal executive offices) |
|
(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 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 |
|
☐ |
|
|
☒ |
|
Non-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
ASPEN AEROGELS, INC.
INDEX TO FORM 10-Q
|
|
|
|
Page |
|
|
|
|
|
|
|
|
|
|
Item 1. |
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheets (unaudited) as of June 30, 2023 and December 31, 2022 |
|
1 |
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2023 and 2022 |
|
4 |
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
19 |
|
|
|
|
|
Item 3. |
|
|
34 |
|
|
|
|
|
|
Item 4. |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1. |
|
|
36 |
|
|
|
|
|
|
Item 1A. |
|
|
36 |
|
|
|
|
|
|
Item 2. |
|
|
38 |
|
|
|
|
|
|
Item 3. |
|
|
38 |
|
|
|
|
|
|
Item 4. |
|
|
38 |
|
|
|
|
|
|
Item 5. |
|
|
38 |
|
|
|
|
|
|
Item 6. |
|
|
39 |
|
|
|
|
|
|
|
40 |
Trademarks, Trade Names and Service Marks
We own or have rights to use “Aspen Aerogels,” “Cryogel,” “Pyrogel,” “Spaceloft,” “PyroThin,” the Aspen Aerogels logo and other trademarks, service marks and trade names of Aspen Aerogels, Inc. appearing in this Quarterly Report on Form 10-Q. Solely for convenience, the trademarks, service marks and trade names referred to in this report are presented without the ® and TM symbols, but such references are not intended to indicate, in any way, that the owner thereof will not assert, to the fullest extent under applicable law, such owner’s rights to these trademarks, service marks and trade names. This report contains additional trademarks, service marks and trade names of other companies, which, to our knowledge, are the property of their respective owners.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
ASPEN AEROGELS, INC.
Consolidated Balance Sheets
(Unaudited)
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2023 |
|
|
2022 |
|
||
|
|
(In thousands, except |
|
|||||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Accounts receivable, net of allowances of $ |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
Other long-term assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Convertible note - related party |
|
|
|
|
|
|
||
Operating lease liabilities long-term |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Stockholders’ equity: |
|
|
|
|
|
|
||
Preferred stock, $ |
|
|
|
|
|
|
||
Common stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
||
Total liabilities and stockholders’ equity |
|
$ |
|
|
$ |
|
See accompanying notes to unaudited consolidated financial statements.
1
ASPEN AEROGELS, INC.
Consolidated Statements of Operations
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
|
|
(In thousands, except |
|
|
(In thousands, except |
|
||||||||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, convertible note - related party |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other income (expense), net |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
2
ASPEN AEROGELS, INC.
Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands, except share data)
|
Preferred Stock |
|
Common Stock |
|
Additional |
|
Accumulated |
|
Total Stockholders' Equity |
|
|||||||||||||
|
Shares |
|
|
Value |
|
Shares |
|
|
Value |
|
|
|
|
|
|
|
|||||||
Balance at December 31, 2022 |
|
— |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
|||
Net loss |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Stock compensation expense |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
||
Vesting of restricted stock units |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Proceeds from employee stock option exercises |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Balance at March 31, 2023 |
|
— |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
|||
Net loss |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Stock compensation expense |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
||
Issuance of restricted stock |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Vesting of restricted stock units |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Proceeds from employee stock option exercises |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Balance at June 30, 2023 |
|
— |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
|
Preferred Stock |
|
Common Stock |
|
Additional |
|
Accumulated |
|
Total Stockholders' Equity |
|
|||||||||||||
|
Shares |
|
|
Value |
|
Shares |
|
|
Value |
|
|
|
|
|
|
|
|||||||
Balance at December 31, 2021 |
|
— |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
|||
Net loss |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Stock compensation expense |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
||
Vesting of restricted stock units |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Proceeds from employee stock option exercises |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Proceeds from at-the-market offering, net of commissions of $ |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Proceeds from private placement of common stock, net of fees and issuance costs of $ |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Balance at March 31, 2022 |
|
— |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
|||
Net loss |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Stock compensation expense |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
||
Issuance of restricted stock |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Vesting of restricted stock units |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Proceeds from employee stock option exercises |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Proceeds from at-the-market offering, net of commissions of $ |
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Balance at June 30, 2022 |
|
— |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
See accompanying notes to unaudited consolidated financial statements.
3
ASPEN AEROGELS, INC.
Consolidated Statements of Cash Flows
(Unaudited)
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
(In thousands) |
|
|||||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Accretion of interest on convertible note - related party |
|
|
— |
|
|
|
|
|
Amortization of convertible note issuance costs |
|
|
|
|
|
|
||
Amortization of debt discount due to modification of convertible note – related party |
|
|
|
|
|
— |
|
|
Provision for bad debt |
|
|
( |
) |
|
|
( |
) |
Stock-compensation expense |
|
|
|
|
|
|
||
Reduction in the carrying amount of operating lease right-of-use assets |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Inventories |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
|
|
Accrued expenses |
|
|
( |
) |
|
|
|
|
Deferred revenue |
|
|
( |
) |
|
|
|
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of convertible note related party |
|
|
— |
|
|
|
|
|
Issuance costs from convertible note |
|
|
— |
|
|
|
( |
) |
Proceeds from employee stock option exercises |
|
|
|
|
|
|
||
Payments made for employee restricted stock tax withholdings |
|
|
( |
) |
|
|
( |
) |
Proceeds from at-the-market offering, net of commissions of $ |
|
|
— |
|
|
|
|
|
Fees and issuance costs from at-the-market offering |
|
|
— |
|
|
|
( |
) |
Proceeds from private placement of common stock |
|
|
— |
|