10-Q 1 aspn-20240331.htm 10-Q 10-Q
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Fred

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

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: 001-36481

 

ASPEN AEROGELS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

04-3559972

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

30 Forbes Road, Building B

Northborough, Massachusetts

01532

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (508) 691-1111

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.00001 per share

ASPN

The New York Stock Exchange

 

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, 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

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 No

As of May 1, 2024, the registrant had 76,161,210 shares of common stock outstanding.

 

 


ASPEN AEROGELS, INC.

INDEX TO FORM 10-Q

 

 

 

 

 

Page

 

 

PART I FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets (unaudited) as of March 31, 2024 and December 31, 2023

 

1

 

 

 

 

 

 

 

Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2024 and 2023

 

2

 

 

 

 

 

 

 

Consolidated Statements of Stockholders’ Equity (unaudited) for the three months ended March 31, 2024 and 2023

 

3

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2024 and 2023

 

4

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

 

5

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

30

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

30

 

 

 

 

 

 

 

PART II OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

32

 

 

 

 

 

Item 1A.

 

Risk Factors

 

32

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

33

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

33

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

33

 

 

 

 

 

Item 5.

 

Other Information

 

33

 

 

 

 

 

Item 6.

 

Exhibits

 

34

 

 

 

 

 

SIGNATURES

 

35

 

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)

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands, except
share and per share data)

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

101,461

 

 

$

139,723

 

Restricted cash

 

 

157

 

 

 

248

 

Accounts receivable, net of allowances of $217 and $230

 

 

84,029

 

 

 

69,995

 

Inventories

 

 

45,750

 

 

 

39,189

 

Prepaid expenses and other current assets

 

 

23,708

 

 

 

17,176

 

Total current assets

 

 

255,105

 

 

 

266,331

 

Property, plant and equipment, net

 

 

422,736

 

 

 

417,227

 

Operating lease right-of-use assets

 

 

16,824

 

 

 

17,212

 

Other long-term assets

 

 

3,324

 

 

 

2,278

 

Total assets

 

$

697,989

 

 

$

703,048

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

44,713

 

 

$

51,094

 

Accrued expenses

 

 

12,762

 

 

 

22,811

 

Deferred revenue

 

 

3,130

 

 

 

2,316

 

Finance obligation for sale and leaseback transactions

 

 

1,206

 

 

 

 

Operating lease liabilities

 

 

1,769

 

 

 

1,874

 

Total current liabilities

 

 

63,580

 

 

 

78,095

 

Convertible note - related party

 

 

118,030

 

 

 

114,992

 

Finance obligation for sale and leaseback transactions long-term

 

 

3,556

 

 

 

 

Operating lease liabilities long-term

 

 

21,620

 

 

 

21,906

 

Total liabilities

 

 

206,786

 

 

 

214,993

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.00001 par value; 5,000,000 shares authorized, no shares issued and
   outstanding at March 31, 2024 and December 31, 2023

 

 

 

 

 

 

Common stock, $0.00001 par value; 250,000,000 shares authorized, 76,077,929 and 76,503,151 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

 

 

 

 

 

 

Additional paid-in capital

 

 

1,166,640

 

 

 

1,161,657

 

Accumulated deficit

 

 

(675,437

)

 

 

(673,602

)

Total stockholders’ equity

 

 

491,203

 

 

 

488,055

 

Total liabilities and stockholders’ equity

 

$

697,989

 

 

$

703,048

 

 

See accompanying notes to unaudited consolidated financial statements.

1


 

ASPEN AEROGELS, INC.

Consolidated Statements of Operations

(Unaudited)

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands, except
share and per share data)

 

Revenue

 

$

94,501

 

 

$

45,586

 

Cost of revenue

 

 

59,358

 

 

 

40,500

 

Gross profit

 

 

35,143

 

 

 

5,086

 

Operating expenses:

 

 

 

 

 

 

Research and development

 

 

4,489

 

 

 

4,099

 

Sales and marketing

 

 

8,303

 

 

 

7,713

 

General and administrative

 

 

17,213

 

 

 

12,182

 

Impairment of equipment under development

 

 

2,702

 

 

 

 

Total operating expenses

 

 

32,707

 

 

 

23,994

 

Income (loss) from operations

 

 

2,436

 

 

 

(18,908

)

Other income (expense)

 

 

 

 

 

 

Interest expense, convertible note - related party

 

 

(3,038

)

 

 

(275

)

Interest income (expense)

 

 

(477

)

 

 

2,387

 

Total other income (expense)

 

 

(3,515

)

 

 

2,112

 

Loss before income tax expense

 

 

(1,079

)

 

 

(16,796

)

Income tax expense

 

 

(756

)

 

 

 

Net loss

 

$

(1,835

)

 

$

(16,796

)

Net loss per share:

 

 

 

 

 

 

Basic and diluted

 

$

(0.02

)

 

$

(0.24

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

Basic and diluted

 

 

75,762,893

 

 

 

69,162,739

 

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
Paid-in
Capital

 

Accumulated
Deficit

 

Total Stockholders' Equity

 

 

Shares

 

 

Value

 

Shares

 

 

Value

 

 

 

 

 

 

 

Balance at December 31, 2023

 

 

 

$

 

 

76,503,151

 

 

$

 

$

1,161,657

 

$

(673,602

)

$

488,055

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,835

)

 

(1,835

)

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

2,532

 

 

 

 

2,532

 

Issuance costs from private placement of common stock

 

 

 

 

 

 

 

 

 

 

 

(28

)

 

 

 

(28

)

Vesting of restricted stock units

 

 

 

 

 

 

118,289

 

 

 

 

 

(1,081

)

 

 

 

(1,081

)

Cancellation of restricted stock

 

 

 

 

 

 

(679,797

)

 

 

 

 

2,174

 

 

 

 

2,174

 

Proceeds from employee stock option exercises

 

 

 

 

 

 

136,286

 

 

 

 

 

1,386

 

 

 

 

1,386

 

Balance at March 31, 2024

 

 

 

$

 

 

76,077,929

 

 

$

 

$

1,166,640

 

$

(675,437

)

$

491,203

 

 

 

Preferred Stock

 

Common Stock

 

Additional
Paid-in
Capital

 

Accumulated
Deficit

 

Total Stockholders' Equity

 

 

Shares

 

 

Value

 

Shares

 

 

Value

 

 

 

 

 

 

 

Balance at December 31, 2022

 

 

 

$

 

 

69,994,963

 

 

$

 

$

1,075,226

 

$

(627,791

)

$

447,435

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,796

)

 

(16,796

)

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

2,267

 

 

 

 

2,267

 

Vesting of restricted stock units

 

 

 

 

 

 

71,643

 

 

 

 

 

(385

)

 

 

 

(385

)

Proceeds from employee stock option exercises

 

 

 

 

 

 

2,554

 

 

 

 

 

21

 

 

 

 

21

 

Balance at March 31, 2023

 

 

 

$

 

 

70,069,160

 

 

$

 

$

1,077,129

 

$

(644,587

)

$

432,542

 

See accompanying notes to unaudited consolidated financial statements.

3


 

ASPEN AEROGELS, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(1,835

)

 

$

(16,796

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation

 

 

5,786

 

 

 

2,704

 

Accretion of interest on convertible note - related party

 

 

2,810

 

 

 

 

Amortization of convertible note issuance costs

 

 

9

 

 

 

9

 

Amortization of debt discount due to modification of convertible note – related party

 

 

219

 

 

 

266

 

Deferred financing costs written off

 

 

1,709

 

 

 

 

Provision for bad debt

 

 

 

 

 

99

 

Stock-compensation expense

 

 

4,706

 

 

 

2,267

 

Impairment of property, plant and equipment

 

 

6,039

 

 

 

 

Reduction in the carrying amount of operating lease right-of-use assets

 

 

574

 

 

 

632

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(14,034

)

 

 

9,971

 

Inventories

 

 

(6,561

)

 

 

(4,469

)

Prepaid expenses and other assets

 

 

(9,359

)

 

 

(5,097

)

Accounts payable

 

 

2,148

 

 

 

(5,516

)

Accrued expenses

 

 

(10,289

)

 

 

(6,240

)

Deferred revenue

 

 

814

 

 

 

(1,872

)

Operating lease liabilities

 

 

(485

)

 

 

(609

)

Net cash used in operating activities

 

 

(17,749

)

 

 

(24,651

)

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(25,863

)

 

 

(49,378

)

Net cash used in investing activities

 

 

(25,863

)

 

 

(49,378

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from employee stock option exercises

 

 

1,386

 

 

 

21

 

Proceeds from sale and leaseback transactions

 

 

4,982

 

 

 

 

Payments made for employee restricted stock tax withholdings

 

 

(1,081

)

 

 

(385

)

Fees and issuance costs from private placement of common stock

 

 

(28

)

 

 

 

Net cash provided by (used in) financing activities

 

 

5,259

 

 

 

(364

)

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

(38,353

)

 

 

(74,393

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

139,971

 

 

 

282,561

 

Cash, cash equivalents and restricted cash at end of period

 

$

101,618

 

 

$

208,168

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Interest paid

 

$

187

 

 

$

0

 

Income taxes paid

 

$

 

 

$

 

Supplemental disclosures of non-cash activities:

 

 

 

 

 

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

94

 

 

$

 

Capitalized interest

 

$

 

 

$

2,561

 

Changes in accrued capital expenditures

 

$

(8,529

)

 

$

3,610

 

See accompanying notes to unaudited consolidated financial statements.

4


 

ASPEN AEROGELS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) Description of Business and Basis of Presentation

Nature of Business

Aspen Aerogels, Inc. (the Company) is an aerogel technology company that designs, develops and manufactures innovative, high-performance aerogel insulation used primarily in the energy industrial and sustainable insulation materials markets. In addition, the Company has introduced a line of aerogel thermal barriers for use in battery packs in the electric vehicle market. The Company is also developing applications for its aerogel technology in the battery materials and a number of other high-potential markets.

The Company maintains its corporate offices in Northborough, Massachusetts. The Company has three wholly owned subsidiaries: Aspen Aerogels Rhode Island, LLC, Aspen Aerogels Germany, GmbH and Aspen Aerogels Georgia, LLC. Additionally, we engaged Prodensa Servicios de Consultora to establish OPE Manufacturer Mexico S de RL de CV, a maquiladora located in Mexico, (“OPE”) which manufactures thermal barrier PyroThin products and operates an automated fabrication facility for PyroThin. OPE is currently owned by Prodensa, which charges a management fee. There is an option for OPE to be purchased by the Company after a period of 18 months. During the period between inception and the exercise of the purchase option, OPE operations are consolidated within the Company financial statements.

Liquidity

During the three months ended March 31, 2024, the Company incurred a net loss of $1.8 million, used $17.7 million of cash in operations and used $25.9 million of cash for capital expenditures. The Company had unrestricted cash and cash equivalents of $101.5 million as of March 31, 2024.

In November 2022, the Company entered into a loan agreement (the GM Loan Agreement) with General Motors Holdings LLC (GM), an entity affiliated with General Motors LLC, which provides for a multi-draw senior secured term loan (the GM Loan) in an aggregate principal amount of up to $100.0 million, available to the Company on a delayed draw basis beginning January 1, 2023 to September 30, 2023, subject to certain conditions precedent to funding. In September 2023, the Company amended the GM Loan Agreement to (i) extend the draw period for the GM Loan to a period beginning on the date that is twelve months prior to the date agreed upon by the Company and GM for the start of production at an aerogel manufacturing facility in Bulloch County, Georgia (the Plant) and ending on March 31, 2024 (or any later date approved in writing by GM at its sole discretion); (ii) extend the maturity date of the GM Loan from March 31, 2025 to September 30, 2025; and (iii) add financial covenants measured starting from the fiscal quarter ending December 31, 2024 and at the end of each fiscal quarter thereafter. As of March 31, 2024, the Company has not drawn, and no longer has the ability to draw on the GM Loan. The associated unamortized deferred financing costs of $1.7 million were written off to interest expense upon the expiration of the draw period.

In January 2024, the Company entered into a sale and leaseback arrangement, pursuant to which the Company sold certain equipment to an equipment leasing company for a one-time cash payment of $5.0 million and leased back such equipment from the leasing company. The associated monthly lease rents will be paid over the lease term of three years.

The Company is increasing investment in the research and development of next-generation aerogel products and manufacturing process technologies. In addition, the Company has developed a number of promising aerogel products and technologies for the electric vehicle market. The Company believes that the commercial potential for the Company’s products and technology in the electric vehicle market is significant. Accordingly, the Company is hiring additional personnel, incurring additional operating expenses, incurring significant capital expenditures to expand aerogel manufacturing capacity and automated thermal barrier fabrication operations, and enhancing research and development resources, among other items.

The Company expects its existing cash balance will be sufficient to support current operating requirements, current research and development activities and the initial capital expenditures required to support the evolving commercial opportunity in the electric vehicle market and other strategic business initiatives. However, the Company plans to supplement its cash balance with equity financings, debt financings, equipment leasing, sale and leaseback transactions, customer prepayments, or government grant and loan programs to provide the additional capital necessary to purchase the capital equipment, construct the new facilities, establish the

5


 

operations and complete the aerogel capacity expansions required to support these evolving commercial opportunities and strategic business initiatives.

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 our Annual Report on Form 10-K for the year ended December 31, 2023 (the Annual Report), filed with the U.S. Securities and Exchange Commission on March 7, 2024.

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 March 31, 2024 and the results of its operations and stockholders’ equity for the three months ended March 31, 2024 and 2023 and the cash flows for the three-month periods then ended. The Company has evaluated subsequent events through the date of this filing.

The Company’s results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other period.

(2) Significant Accounting Policies

Please refer to "Note 2. Summary of Basis of Presentation and Significant Accounting Policies," to the Company's consolidated financial statements from the Annual Report for the discussion of the Company's 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, product warranty costs, inventory valuation, the carrying amount of property and equipment, right-of-use assets, lease liabilities, 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 current economic conditions, which are believed to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances warrant. Illiquid credit markets, volatile equity markets and declines in business investment can 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.

Restricted Cash

As of March 31, 2024, the Company had $0.2 million of restricted cash to support its outstanding letters of credit.

Concentration of Credit Risk

Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of accounts receivable. The Company’s customers are primarily insulation distributors, insulation contractors, insulation fabricators and select energy and automotive end-users located throughout the world. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral to secure accounts receivable. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of accounts receivable. The Company reviews the allowance for doubtful accounts quarterly. During both the three months ended March 31, 2024 and 2023, the Company recorded an increase for estimated customer uncollectible accounts receivable of less than $0.1 million.

For the three months ended March 31, 2024 and 2023, two customers represented 64% and 45% of total revenue, respectively.

6


 

At March 31, 2024, the Company had one customer which accounted for 64% of accounts receivable. At December 31, 2023, the Company had two customers which accounted for 60% and 6% of accounts receivable, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (ASC 606). See note 3 for further details.

Warranty

The Company provides warranties for its products and records the estimated cost within cost of revenue in the period that the related revenue is recorded.

The Company’s standard warranty period for energy industrial products extends to one year from the date of shipment. This standard warranty provides that the Company’s products will be free from defects in material and workmanship, and will, under normal use, conform to the specifications for the product.

The Company’s thermal barrier products provide quality and warranty provisions customary in the automotive industry.

The Company recorded warranty expense related to its thermal barrier products of $0.2 million during the three months ended March 31, 2024 and less than $0.1 million during the three months ended March 31, 2023.

Sale and Leaseback Accounting

The Company has entered into sale and leaseback transactions for certain equipment within its plants. Due to the Company not meeting criteria to account for the transfer of the assets as a sale, sale accounting is precluded. Accordingly, the Company uses the financing method to account for these transactions.

Under the financing method of accounting for a sale and leaseback, the Company does not derecognize the assets and does not recognize as revenue any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as finance obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the finance obligation. Interest on the finance obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding finance obligation.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, the Company evaluates the pronouncements to determine the potential effects of adoption to its consolidated financial statements.

Standards Implemented Since December 31, 2023

The Company has not implemented any accounting standards that had a material impact on its consolidated financial statements during the three months ended March 31, 2024.

Standards to be Implemented

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07 Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures to enhance disclosures about significant segment expenses. This ASU is effective for the Company’s fiscal year 2024 and interim periods in fiscal year 2025. Early adoption is permitted. The Company is currently evaluating segment expense disclosures related to its annual report for fiscal year 2024.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate

7


 

reconciliation, and modifies other income tax-related disclosures. This ASU is effective for the Company’s fiscal year 2025. Early adoption is permitted. The Company is currently evaluating income tax disclosures related to its annual report for fiscal year 2025. Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its Consolidated Financial Statements.

The Company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its consolidated financial statements.

(3) Revenue from Contracts with Customers

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identification of the contract with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the separate performance obligations in the contract; and (v) recognition of the revenue associated with performance obligations as they are satisfied. The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone-selling prices of the promised products or services underlying each performance obligation. The Company determines standalone-selling prices based on the price at which the performance obligation is sold separately. If the standalone-selling price is not observable through past transactions, the Company estimates the standalone-selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph ASC 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. The Company did not have any contracts outstanding at December 31, 2023 and did not enter into any contracts during the three months ended March 31, 2024 that contained a significant financing component.

The Company records deferred revenue for product sales when (i) the Company has delivered products, but other revenue recognition criteria have not been satisfied, or (ii) payments have been received in advance of the completion of required performance obligations.

Energy Industrial

The Company generally enters into contracts containing one type of performance obligation. For a majority of the contracts, the Company recognizes revenue at a point in time when transfer of control of the products is passed to the customer, which is generally upon delivery according to contractual shipping terms within customer purchase orders. For a limited number of customer arrangements for customized products with no alternative use to the Company and an enforceable right to payment for progress completed to date, the Company recognizes revenue over time using units of production to measure progress toward satisfying the performance obligations. Units of production represent work performed as we do not generate significant work in process and thereby best depicts the transfer of control to the customer. Customer invoicing terms for contracts for which revenue is recognized under the over time methodology are typically based on certain milestones within the production and delivery schedule. The timing of revenue recognition is assessed on a contract-by-contract basis.

The Company also enters into rebate agreements with certain customers. These agreements may be considered an additional performance obligation of the Company or variable consideration within a contract. Rebates are recorded as a reduction of revenue in the period the related revenue is recognized. A corresponding liability is recorded as a component of deferred revenue on the consolidated balance sheets. These arrangements are primarily based on the customer attaining contractually specified sales volumes.

8


 

The Company estimates the amount of its sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related revenue is recognized. The Company currently estimates return liabilities using historical rates of return, current quarter credit sales, and specific items of exposure on a contract-by-contract basis. Sales return reserves were approximately $0.2 million as of March 31, 2024 and December 31, 2023.

Thermal Barriers

The Company supplies fabricated, multi-part thermal barriers for use in battery packs in the electric vehicle market. These thermal barriers are customized to meet customer specifications. Although thermal barrier products are customized with no alternative use to the Company, the Company does not always have an enforceable right to payment. Under the provisions of ASC 606, the Company recognizes revenue at a point in time when transfer of the control of the products is passed to the customer according to the terms of the contract, including under bill and hold arrangements. The timing of revenue recognition is assessed on a contract-by-contract basis.

Shipping and Handling Costs

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in the cost of product revenue. The associated amount of revenue recognized includes the consideration to which the Company expects to be entitled to receive in exchange for incurring these shipping and handling costs.

Disaggregation of Revenue

In the following tables, revenue is disaggregated by primary geographical region and source of revenue:

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

 

 

U.S.

 

 

International

 

 

Total

 

 

U.S.

 

 

International

 

 

Total

 

 

 

(In thousands)

 

Geographical region

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

$

 

 

$

7,213

 

 

$

7,213

 

 

$

 

 

$

11,784

 

 

$

11,784

 

Canada

 

 

 

 

 

1,868

 

 

 

1,868

 

 

 

 

 

 

324

 

 

 

324

 

Europe

 

 

 

 

 

9,361

 

 

 

9,361

 

 

 

 

 

 

5,412

 

 

 

5,412

 

Latin America

 

 

 

 

 

15,371

 

 

 

15,371

 

 

 

 

 

 

1,624

 

 

 

1,624

 

U.S.

 

 

60,688

 

 

 

 

 

 

60,688

 

 

 

26,442

 

 

 

 

 

 

26,442

 

Total revenue

 

$

60,688

 

 

$

33,813

 

 

$

94,501

 

 

$

26,442

 

 

$

19,144

 

 

$

45,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy industrial

 

$

14,033

 

 

$

15,049

 

 

$

29,082

 

 

$

16,504

 

 

$

17,371

 

 

$

33,875

 

Thermal barrier

 

 

46,655

 

 

 

18,764

 

 

 

65,419

 

 

 

9,938

 

 

 

1,773

 

 

 

11,711

 

Total revenue

 

$

60,688

 

 

$

33,813

 

 

$

94,501

 

 

$

26,442

 

 

$

19,144

 

 

$

45,586

 

Contract Balances

The following table presents changes in the Company’s contract liabilities during the three months ended March 31, 2024:

 

 

 

Balance at
December 31,
2023

 

 

Additions

 

 

Deductions

 

 

Balance at
March 31,
2024

 

 

 

(In thousands)

 

Contract liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

 

 

 

 

 

 

 

 

 

 

 

Energy industrial

 

$

2,316

 

 

$

2,941

 

 

$

(2,127

)

 

$

3,130

 

Total contract liabilities

 

$

2,316

 

 

$

2,941

 

 

$

(2,127

)

 

$

3,130

 

 

9


 

During the three months ended March 31, 2024, the Company recognized $1.2 million of revenue that was included in deferred revenue as of December 31, 2023.

A contract asset is recorded when the Company satisfies a performance obligation by transferring a promised good or service and has earned the right to consideration from its customer. These assets may represent a conditional right to consideration and are included within accounts receivable and other current assets on the consolidated balance sheets.

A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services under the terms of the contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.

(4) Inventories

Inventories consist of the following:

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Raw materials

 

$

19,190

 

 

$

24,735

 

Work in process

 

 

13,936

 

 

 

7,936

 

Finished goods

 

 

12,624

 

 

 

6,518

 

Total

 

$

45,750

 

 

$

39,189

 

 

(5) Property, Plant and Equipment, Net

Property, plant and equipment consist of the following:

 

 

 

March 31,

 

 

December 31,

 

 

Useful

 

 

 

2024

 

 

2023

 

 

life

 

 

 

(In thousands)

 

 

 

 

Construction in progress

 

$

322,030

 

 

$

314,695

 

 

 

 

Buildings

 

 

25,985

 

 

 

25,473

 

 

30 years

 

Machinery and equipment

 

 

187,075

 

 

 

185,339

 

 

3-10 years

 

Computer equipment and software

 

 

9,631

 

 

 

9,495

 

 

3 years

 

Leasehold improvements

 

 

23,472

 

 

 

23,514

 

 

Shorter of useful life or lease term

 

Total

 

 

568,193

 

 

 

558,516

 

 

 

 

Accumulated depreciation

 

 

(145,457

)

 

 

(141,289

)

 

 

 

Property, plant and equipment, net

 

$

422,736

 

 

$

417,227

 

 

 

 

 

Depreciation expense was $5.8 million and $2.7 million for the three months ended March 31, 2024 and 2023, respectively.

The Company recorded impairment charges of approximately $6.0 million during the three months ended March 31, 2024 for equipment that will no longer be needed in manufacturing following customer directed engineering changes to a part it manufactures and for other property, plant and equipment that have become obsolete following development of new and more efficient equipment. The impairment charges of $6.0 million during the three months ended March 31, 2024 consist of $3.3 million impairment included in cost of revenue and $2.7 million included in impairment of equipment under development on the Company's consolidated statement of operations. There were no impairments of property, plant and equipment during the three months ended March 31, 2023.

The construction in progress balance at March 31, 2024 and December 31, 2023 included engineering designs and construction costs, and capitalized interest totaling $296.7 million and $288.5 million, respectively, for a planned aerogel manufacturing facility in Bulloch County, Georgia. The Company incurred $8.8 million in capitalized interest for the construction in progress in Bulloch County, Georgia. The Company incurred $0.0 million and $2.6 million in capitalized interest for the three months ended March 31, 2024 and 2023, respectively.

10


 

(6) Accrued Expenses

Accrued expenses consist of the following:

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Employee compensation

 

$

5,710

 

 

$

16,876

 

Other accrued expenses

 

 

7,052

 

 

 

5,935

 

Total

 

$

12,762

 

 

$

22,811

 

 

(7) Related Party Transactions

Convertible Note

During the year ended December 31, 2022, the Company issued a $100.0 million aggregate principal amount convertible note to Wood River Capital, LLC, an entity affiliated with Koch Disruptive Technologies, LLC (the 2022 Convertible Note), for the planned manufacturing facility in Bulloch County, Georgia. Refer to note 8 for more information.

During the three months ended March 31, 2024, the Company incurred $2.8 million of interest from the 2022 Convertible Note.

Other

The Company had $2.8 million in accounts payable as of December 31, 2023, due to an entity affiliated with Koch Disruptive Technologies, LLC (Koch) for project management service. On March 27, 2024, we entered into a Settlement and Release Agreement with the affiliate of Koch to settle the accounts payable for $1.2 million, which was outstanding as of March 31, 2024.

(8) Convertible Note – Related Party

2022 Convertible Note

On February 15, 2022, the Company entered into a note purchase agreement (the Note Purchase Agreement) with Wood River Capital LLC, an entity affiliated with Koch, relating to the issuance and sale to Koch of the 2022 Convertible Note in the aggregate principal amount of $100.0 million. The transactions contemplated by the Note Purchase Agreement closed on February 18, 2022 (the Issue Date). The maturity date of the 2022 Convertible Note is February 18, 2027, subject to earlier conversion, redemption, or repurchase.

The 2022 Convertible Note is a senior unsecured obligation of the Company and ranks equal in right of payment to all senior unsecured indebtedness of the Company and will rank senior in right of payment to any indebtedness that is contractually subordinated to the 2022 Convertible Note.

In accordance with ASU 2020-06, the 2022 Convertible Note is accounted for as a single unit of account and consists of the following:

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Convertible note, principal

 

$

100,000

 

 

$

100,000

 

Payment in-kind

 

 

18,318

 

 

 

18,318

 

Accrued interest

 

 

2,810

 

 

 

-

 

Discount on convertible note, net of accumulated amortization

 

 

(2,990

)

 

 

(3,209

)

Debt issuance costs, net of accumulated amortization

 

 

(108

)

 

 

(117

)

Convertible note

 

$

118,030

 

 

$

114,992

 

The 2022 Convertible Note does not have current observable inputs such as recent trading prices (Level 1) and is measured at fair value using a combination of option pricing and discounted cash flow models and incorporate management’s assumptions for stock price, volatility and risk rate. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets, interest rates and yield curves. Fair values

11


 

determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability.

The Company estimated the fair value of the 2022 Convertible Notes is approximately $118.7 million as of March 31, 2024. However, as the Company has not elected to utilize the fair value option, it is carried at amortized cost of $118.0 million.

Contractual Interest Rates

The 2022 Convertible Note was issued at par and bears interest at the Secured Overnight Financing Rate (SOFR) plus 5.50% per annum if interest is paid in cash, or, if interest is paid in-kind as an increase in the principal amount of the outstanding note, at the SOFR plus 6.50% per annum. Under the terms of the 2022 Convertible Note, SOFR has a floor of 1% and a cap of 3%. Interest on the 2022 Convertible Note is payable semi-annually in arrears on June 30 and December 30. The Company, at its option, is permitted to settle each semi-annual interest payment in cash, in-kind, or any combination thereof. It is expected that the Notes will mature on February 18, 2027, subject to earlier conversion, redemption or repurchase.

The Company elected to repay the contractual interest due on June 30, 2022, December 30, 2022, June 30, 2023, and December 30, 2023 in-kind as an increase to the principal amount of $2.9 million, $4.9 million, $5.1 million, and $5.4 million, respectively. The contractual interest attributable to the 2022 Convertible Note was recorded as an addition to the convertible note – related party balance on the condensed consolidated balance sheets.

Accrued interest was $2.8 million as of March 31, 2024, of which debt issuance costs, net of accumulated amortization is $0.1 million. The effective interest rate approximated the contract interest rate for the three months ended March 31, 2024. The Company amortized $1.1 million of the $4.1 million discount on the convertible note as of March 31, 2024 utilizing an effective interest rate of 10.7%.

Conversion Rights

On November 28, 2022, the Company entered into an amendment to the 2022 Convertible Note to reduce the initial Conversion Price by $5.00 per share from $34.936625 per share to $29.936625 per share, by increasing the initial Conversion Rate from 28.623257 shares per $1,000 of Capitalized Principal Amount to 33.400100 shares per $1,000 of Capitalized Principal Amount under the Convertible Note. Accordingly, the 2022 Convertible Note is convertible at the option of the holder at any time prior to the business day immediately preceding the maturity date at an initial conversion rate of 33.400100 shares of the Company’s common stock per $1,000 of capitalized principal. The effective conversion price is approximately $29.936625 per share (the Conversion Price). The Conversion Price is subject to adjustment upon the occurrence of certain dilutive events such as stock splits and combinations, stock dividends, mergers and spin-off. As of March 31, 2024, 4,045,687 shares of the Company’s common stock were issuable upon conversion of the 2022 Convertible Note. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof. If the closing price per share of the Company’s common stock on the New York Stock Exchange is at least 130% of the Conversion Price for 20 consecutive trading days, the Company may elect to convert the principal and accrued interest owing under the Notes, plus a make-whole amount equal to the sum of the present values of the remaining interest payments that would have otherwise been payable from the date of such conversion, redemption or repurchase, as applicable, through maturity (the Make-Whole Amount), into the Company’s common stock at the Conversion Price.

Optional Redemption

The 2022 Convertible Note is redeemable at the Company’s option at any time and in the event that the volume weighted average price of the Company’s common stock for the 10 trading days immediately preceding the date on which the Company provides the redemption notice has been at least 130% of the Conversion Price then in effect at a redemption price of 100% of the principal amount, plus accrued and unpaid interest (excluding the redemption date), plus the Make-Whole Amount.

Contingent Redemption

Upon the occurrence of certain fundamental changes described in the Indenture (each, a Fundamental Change), the Holder of the Note may require that the Company repurchase all or part of the principal amount of the Note at a purchase price of 100% of the principal amount of such Note, plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date, plus the Make-Whole Amount. The Indenture includes customary “events of default,” which may result in the acceleration of the maturity of the Note.

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Embedded Derivatives

The Company determined that the Make-Whole feature of the 2022 Convertible Note requires bifurcation in accordance with Accounting Standards Codification 815, Derivatives and Hedging (ASC 815). Accordingly, the Company must separately account for the feature at fair value with changes in fair value reported in current period earnings. The fair value of the Make-Whole was determined to be immaterial as of February 18, 2022 and March 31, 2024.

(9) Commitments and Contingencies

Cloud Computing Agreement

The Company is party to a cloud computing agreement that is a service contract for enterprise resource planning software. During the quarter ended March 31, 2024, the amortization period was adjusted to three years. The capitalized implementation costs are classified on the consolidated balance sheets as follows:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Cloud computing costs included in other current assets

 

$

420

 

 

$

420

 

Cloud computing costs included in other assets

 

 

1,957

 

 

 

1,590

 

Amortization of cloud computing costs

 

 

(767

)

 

 

(662

)

Total capitalized cloud computing costs

 

$

1,610

 

 

$

1,348

 

 

Thermal Barrier Contracts

The Company is party to production contracts with General Motors to supply fabricated, multi-part thermal barriers (Barriers) for use in the battery system of its next-generation electric vehicles (Contracts). Pursuant to the Contracts, the Company is obligated to supply Barriers at fixed annual prices and at volumes to be specified by General Motors up to a daily maximum quantity through the respective terms of the agreements, which expire at various times from 2026 through 2034. While General Motors has agreed to purchase its requirement for Barriers from the Company for locations to be designated from time to time by General Motors, it has no obligation to purchase any minimum quantity of Barriers under the Contracts. In addition, General Motors may terminate the Contracts at any time and for any or no reason. All other terms of the Contracts are generally consistent with General Motors' standard purchase terms, including quality and warranty provisions customary in automotive industry.

Charges for Engineering Change

In January 2024, the Company was notified by a customer of an engineering change to one of the parts the Company manufactures for that customer to enable incremental productivity and support a set of broader system level changes that could drive higher demand for its parts. The Company has submitted a preliminary claim to the customer for reimbursement for estimated inventory and equipment losses incurred by the Company and its vendors due to potential obsolescence. The customer’s ordinary course process is to audit the claim to determine the proposed reimbursable amount. The Company expects the matter to be concluded by the second quarter of 2024. In connection with the same, the Company has recognized a charge of $6.8 million, net of contractual recoverable of $1.9 million, in cost of revenues for inventory obsolescence and impairment of equipment.

 

Federal, State and Local Environmental Regulations

The Company is subject to federal, state and local environmental laws and regulations. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation. Penalties may be imposed for noncompliance.

Litigation

The Company is, from time to time, a party to litigation that arises in the normal course of its business operations. See Part II, Item 1 “Legal Proceedings” of this Quarterly Report on Form 10-Q for a description of certain of the Company’s current legal

13


 

proceedings. 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.

Purchase Commitments

As of March 31, 2024, the Company had purchase commitments of approximately $266.8 million, which included capital commitments of $202.7 million. Purchase commitments related to capital expenditures are anticipated to be spent over the next three years, while the Company's remaining purchase commitments are anticipated to be spent throughout 2024.

Purchase obligations relate primarily to open purchase orders for capital expenditures, inventories, and goods and services. Purchase obligations are entered into with various vendors in the normal course of business and are consistent with the Company's expected requirements.

(10) Leases and sale and leaseback

The Company leases office, laboratory, warehouse and fabrication space in Massachusetts, Rhode Island and Monterrey, Mexico under operating leases. Under these agreements, the Company is obligated to pay annual rent, real estate taxes, and certain other operating expenses. The Company also leases equipment under operating leases. The Company’s operating leases expire at various dates through 2034.

The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s payment obligations under the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term. To measure its lease liabilities, the Company uses its incremental borrowing rate or the rate implicit in the lease, if available. The Company calculates its incremental borrowing rate using a synthetic credit rating analysis based on Moody’s Building Materials Industry Rating Methodology. ROU assets also include any direct costs and prepaid lease payments but exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company elected the short-term lease recognition exemption for all leases that qualify. For leases that qualify for this exemption, the Company does not recognize ROU assets or lease liabilities. For lease agreements with lease and non-lease components, the Company accounts for each component separately. However, in the case of equipment leases, the Company accounts for lease and non-lease components as a single component.

Maturities of operating lease liabilities as of March 31, 2024 are as follows:

 

Year

 

Operating
Leases

 

 

 

(In thousands)

 

2024 (excluding the three months ended March 31, 2024)

 

$

3,303

 

2025

 

 

4,424

 

2026

 

 

4,077

 

2027

 

 

3,793

 

2028

 

 

3,946

 

Thereafter

 

 

19,174

 

Total lease payments

 

 

38,717

 

Less imputed interest

 

 

(15,328

)

Total lease liabilities

 

$

23,389

 

 

The Company incurred operating lease costs of $1.4 million and $1.1 million during the three months ended March 31, 2024 and 2023, respectively. Cash payments related to operating lease liabilities were $1.3 million and $1.0 million during the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the weighted average remaining lease term for operating leases was 8.8 years. As of March 31, 2024, the weighted average discount rate for operating leases was 12.0%.

14


 

As of March 31, 2024, the Company has additional operating real estate leases that will commence during 2024 with total lease payments of $3.2 million and a weighted average lease term of 5.0 years.

Sale and leaseback transaction

In January 2024, the Company entered into a sale and leaseback arrangement, pursuant to which the Company sold certain equipment to an equipment leasing company for a one-time cash payment of $5.0 million and leased back such equipment from the leasing company. The transaction was considered as a failed sale and leaseback transaction and accordingly, was accounted as a financing transaction. The Company did not recognize a gain on any of the proceeds received from the lessor that contractually constitute payments to acquire the assets subject to these arrangements. Instead, the sale proceeds received were accounted for as finance obligations. The outstanding finance obligation balance as of March 31, 2024 was $4.8 million. The monthly lease rents will be paid over the term of three years and will be allocated between interest expense and principal repayment of the financial liability.

(11) Stock based compensation

During the three months ended March 31, 2024, the Company granted 238,986 restricted common stock units (RSUs) with an aggregate grant date fair value of $3.9 million and non-qualified stock options (NSOs) to purchase 564,535 shares of common stock with an aggregate grant date fair value of $6.3 million to employees under its equity incentive plans. The RSUs and NSOs granted to employees will typically vest over a three-year period.

Stock-based compensation is included in cost of revenue or operating expenses, as applicable, and consists of the following:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Cost of product revenue

 

$

161

 

 

$

134

 

Research and development expenses

 

 

424

 

 

 

30

 

Sales and marketing expenses

 

 

322

 

 

 

314

 

General and administrative expenses

 

 

3,799

 

 

 

1,789

 

Total stock-based compensation

 

$

4,706

 

 

$

2,267

 

The 2023 Equity Plan was approved by stockholders at the Company’s annual meeting of stockholders on June 1, 2023 as the successor to the Company’s 2014 Employee, Director and Consultant Equity Incentive Plan (the 2014 Equity Plan), and no further awards may be made under the 2014 Equity Plan after that date. As of March 31, 2024, 5,533,077 shares of common stock were reserved for issuance upon the exercise or vesting of outstanding stock-based awards granted under the Company’s equity incentive plans. Any cancellations or forfeitures of awards outstanding under the 2023 Equity Plan, the 2014 Equity Plan or the 2001 Equity Incentive Plan, as amended (the 2001 Equity Plan) will result in the shares reserved for issuance pursuant to such awards becoming available for grant under the 2023 Equity Plan. As of March 31, 2024, the Company has either reserved in connection with statutory tax withholdings or issued a total of 5,491,916 shares under the Company’s equity incentive plans. As of March 31, 2024, there were 2,097,001 shares of common stock available for future grant under the 2023 Equity Plan.

On March 5, 2024, the Compensation and Leadership Development Committee (the Committee) of the Board of Directors of the Company approved the cancellation of the outstanding, unearned portion of the performance-based restricted shares granted to certain employees pursuant to the 2014 Equity Plan on June 29, 2021 (to Donald R. Young) and June 2, 2022 (to certain other employees). The Committee determined that based on current market conditions, the likelihood of achievement of any of the remaining performance hurdles applicable to the unearned restricted shares is remote, and that the unearned restricted shares therefore had ceased to have incentive value for the grantees. On March 6, 2024, the Company entered into cancellation agreements, pursuant to which the applicable employees agreed to such cancellation.

The cancelled unearned restricted shares were added to the number of shares available for awards under the Company’s 2023 Equity Incentive Plan. For financial accounting purposes, the cancellation of the unearned restricted shares resulted in the immediate charge of approximately $2.2 million of unamortized stock compensation costs of which $2.0 million is included in the general and administrative expenses and $0.2 million is included in research and development expenses in the accompanying consolidated statement of operations.

15


 

(12) Net Loss Per Share

The computation of basic and diluted net loss per share consists of the following:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands, except
share and per share data)

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(1,835

)

 

$

(16,796

)

Denominator:

 

 

 

 

 

 

Weighted average shares outstanding, basic and diluted

 

 

75,762,893

 

 

 

69,162,739

 

Net loss per share, basic and diluted

 

$

(0.02

)

 

$

(0.24

)

 

Potentially dilutive common shares that were excluded from the computation of diluted net loss per share because they were anti-dilutive consist of the following:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Common stock options

 

 

5,604,256

 

 

 

4,330,797

 

Restricted common stock units

 

 

604,220

 

 

 

458,262

 

Restricted common stock awards

 

 

201,878

 

 

 

857,933

 

Convertible note, if converted

 

 

4,045,687

 

 

 

3,687,070

 

Total