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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3672603
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12300 Grant Street, Thornton, CO
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80241
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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March 31,
2015 |
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December 31,
2014 |
||||
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ASSETS
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||||
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Current Assets:
|
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||||
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Cash and cash equivalents
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$
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174,838
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$
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3,316,576
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Restricted cash - short term
|
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24,000,000
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24,000,000
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||
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Trade receivables, net
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1,598,858
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2,782,105
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||
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Inventories
|
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3,853,003
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2,427,212
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Prepaid expenses and other current assets
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1,947,957
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2,660,384
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||
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Total current assets
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|
31,574,656
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35,186,277
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Property, Plant and Equipment:
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37,618,744
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37,598,452
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Less accumulated depreciation and amortization
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(24,370,751
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)
|
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(22,941,264
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)
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||
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|
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13,247,993
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14,657,188
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Other Assets:
|
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||||
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Restricted cash - long term
|
|
4,019,733
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4,001,880
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Patents, net of amortization of $132,572 and $122,731, respectively
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1,408,285
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1,305,895
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Investment in joint venture
|
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320,000
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|
320,000
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|
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Other non-current assets
|
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395,672
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|
|
449,142
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|
||
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|
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6,143,690
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|
6,076,917
|
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||
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Total Assets
|
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$
|
50,966,339
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|
|
$
|
55,920,382
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
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||||
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Current Liabilities:
|
|
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||||
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Accounts payable
|
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$
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2,320,627
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$
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1,569,746
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Accrued expenses
|
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2,744,273
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2,934,246
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Current portion of long-term debt
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331,925
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302,210
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Current portion of convertible note payable, net of discount of $8,202,450 and $7,607,492, respectively
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1,187,794
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364,093
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Current portion of litigation settlement
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505,207
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493,732
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Series D preferred stock, net of discount of $0 and $1,194,222
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—
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224,778
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Short term embedded derivative liabilities
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5,373,359
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4,427,011
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Make-whole dividend liability
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849,560
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849,560
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Total current liabilities
|
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13,312,745
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11,165,376
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Accrued Litigation Settlement, net of current portion
|
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750,073
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880,760
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Long-Term Debt
|
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5,686,253
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5,764,965
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Long-Term Convertible Note, net of discount of $17,952,871 and $22,930,946. respectively
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2,599,750
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1,097,469
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Warrant Liability
|
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18,234,634
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15,866,667
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Long Term Embedded Derivative Liabilities
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11,760,782
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13,344,155
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Accrued Warranty Liability
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147,000
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136,000
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Commitments and Contingencies (Notes 4 & 13)
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Stockholders’ (Deficit) Equity:
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||||
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Series A preferred stock, $.0001 par value; 750,000 shares authorized and issued; 212,390 shares and 212,390 shares outstanding as of March 31, 2015 and December 31, 2014, respectively ($2,548,680 Liquidation Preference)
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21
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21
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Common stock, $0.0001 par value, 450,000,000 shares authorized; 26,580,314 and 18,211,104 shares issued and outstanding, respectively
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2,658
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1,821
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Additional paid in capital
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315,544,189
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306,947,144
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Accumulated deficit
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(317,071,766
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)
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(299,283,996
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)
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Total stockholders’ (deficit) equity
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(1,524,898
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)
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7,664,990
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Total Liabilities and Stockholders’ (Deficit) Equity
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$
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50,966,339
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$
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55,920,382
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For the Three Months Ended
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||||||
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March 31,
|
|
||||||
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2015
|
|
2014
|
|
||||
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||||
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Revenues*
|
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657,640
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753,063
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|
||
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Costs and Expenses:
|
|
|
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|
|
||||
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Cost of revenues (exclusive of depreciation shown below)
|
|
1,581,493
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|
|
—
|
|
|
||
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Research, development and manufacturing operations (exclusive of depreciation shown below)
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|
1,716,387
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|
|
3,817,136
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|
|
||
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Selling, general and administrative (exclusive of depreciation shown below)
|
|
2,840,799
|
|
|
3,044,099
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|
|
||
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Depreciation and amortization
|
|
1,440,266
|
|
|
1,470,149
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|
|
||
|
Total Costs and Expenses
|
|
7,578,945
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|
|
8,331,384
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|
|
||
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Loss from Operations
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|
(6,921,305
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)
|
|
(7,578,321
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)
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|
||
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Other Income/(Expense)
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|
|
|
|
|
||||
|
Other Income, net
|
|
17,853
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|
|
552
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|
|
||
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Loss on extinguishment of liabilities
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|
(2,610,152
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)
|
|
(351,521
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)
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|
||
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Interest expense
|
|
(9,951,760
|
)
|
|
(105,480
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)
|
|
||
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Deemed interest expense on warrant liability
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|
(909,092
|
)
|
|
—
|
|
|
||
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Change in fair value of derivative liabilities
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|
2,586,686
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|
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(735,454
|
)
|
|
||
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Total Other Income/(Expense)
|
|
(10,866,465
|
)
|
|
(1,191,903
|
)
|
|
||
|
Net Loss
|
|
$
|
(17,787,770
|
)
|
|
$
|
(8,770,224
|
)
|
|
|
Deemed dividend on Preferred Stock and accretion of warrants
|
|
—
|
|
|
(2,920,000
|
)
|
|
||
|
Net Loss applicable to common stockholders
|
|
$
|
(17,787,770
|
)
|
|
$
|
(11,690,224
|
)
|
|
|
|
|
|
|
|
|
||||
|
Net Loss Per Share (Basic and diluted)
|
|
$
|
(0.79
|
)
|
|
$
|
(1.77
|
)
|
|
|
Weighted Average Common Shares Outstanding (Basic and diluted)
|
|
22,440,851
|
|
|
6,603,665
|
|
|
||
|
|
|
|
|
||||||
|
|
|
Three Months Ended
|
|
||||||
|
|
|
March 31,
|
|
||||||
|
|
|
2015
|
|
2014
|
|
||||
|
Operating Activities:
|
|
|
|
|
|
||||
|
Net loss
|
|
$
|
(17,787,770
|
)
|
|
$
|
(8,770,224
|
)
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||||
|
Depreciation and amortization
|
|
1,440,266
|
|
|
1,470,149
|
|
|
||
|
Share based compensation
|
|
261,141
|
|
|
222,814
|
|
|
||
|
Amortization of financing costs to interest expense
|
|
132,485
|
|
|
—
|
|
|
||
|
Non-cash interest expense
|
|
559,995
|
|
|
—
|
|
|
||
|
Amortization of debt discount
|
|
8,985,875
|
|
|
—
|
|
|
||
|
Loss on extinguishment of liabilities
|
|
2,610,152
|
|
|
351,521
|
|
|
||
|
Accrued litigation settlement
|
|
(119,212
|
)
|
|
(62,220
|
)
|
|
||
|
Deemed interest expense on warrant liability
|
|
909,092
|
|
|
—
|
|
|
||
|
Change in fair value of derivative liabilities
|
|
(2,586,686
|
)
|
|
735,454
|
|
|
||
|
Bad debt expense
|
|
80,144
|
|
|
—
|
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||
|
Accounts receivable
|
|
1,103,103
|
|
|
(316,608
|
)
|
|
||
|
Related party receivables and deposits
|
|
—
|
|
|
(201,031
|
)
|
|
||
|
Inventories
|
|
(1,425,791
|
)
|
|
(237,350
|
)
|
|
||
|
Prepaid expenses and other current assets
|
|
(177,067
|
)
|
|
(323,837
|
)
|
|
||
|
Accounts payable
|
|
750,880
|
|
|
(39,642
|
)
|
|
||
|
Accrued expenses
|
|
(189,972
|
)
|
|
660,317
|
|
|
||
|
Warranty reserve
|
|
11,000
|
|
|
6,063
|
|
|
||
|
Net cash used in operating activities
|
|
(5,442,365
|
)
|
|
(6,504,594
|
)
|
|
||
|
Investing Activities:
|
|
|
|
|
|
||||
|
Purchase of property, plant and equipment
|
|
(20,292
|
)
|
|
17,043
|
|
|
||
|
Interest income on restricted cash
|
|
(17,853
|
)
|
|
—
|
|
|
||
|
Patent activity costs
|
|
(112,231
|
)
|
|
(198,392
|
)
|
|
||
|
Net cash used in investing activities
|
|
(150,376
|
)
|
|
(181,349
|
)
|
|
||
|
Financing Activities:
|
|
|
|
|
|
||||
|
Repayment of debt
|
|
(48,997
|
)
|
|
(69,004
|
)
|
|
||
|
Proceeds from issuance of stock and warrants
|
|
2,500,000
|
|
|
5,000,000
|
|
|
||
|
Net cash provided by financing activities
|
|
2,451,003
|
|
|
4,930,996
|
|
|
||
|
Net change in cash and cash equivalents
|
|
(3,141,738
|
)
|
|
(1,754,947
|
)
|
|
||
|
Cash and cash equivalents at beginning of period
|
|
3,316,576
|
|
|
3,318,155
|
|
|
||
|
Cash and cash equivalents at end of period
|
|
$
|
174,838
|
|
|
$
|
1,563,208
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||
|
Cash paid for interest
|
|
$
|
97,392
|
|
|
$
|
105,482
|
|
|
|
Non-Cash Transactions:
|
|
|
|
|
|
||||
|
Non-cash conversions
|
|
$
|
5,477,292
|
|
|
$
|
3,487,497
|
|
|
|
Make-whole provision on convertible preferred stock
|
|
$
|
—
|
|
|
$
|
2,920,000
|
|
|
|
|
|
As of March 31,
|
|
As of December 31,
|
||||
|
|
|
2015
|
|
2014
|
||||
|
Building
|
|
$
|
5,828,960
|
|
|
$
|
5,828,960
|
|
|
Furniture, fixtures, computer hardware and computer software
|
|
472,065
|
|
|
475,266
|
|
||
|
Manufacturing machinery and equipment
|
|
31,247,645
|
|
|
31,227,523
|
|
||
|
Net depreciable property, plant and equipment
|
|
37,548,670
|
|
|
37,531,749
|
|
||
|
Manufacturing machinery and equipment in progress
|
|
70,074
|
|
|
66,703
|
|
||
|
Property, plant and equipment
|
|
37,618,744
|
|
|
37,598,452
|
|
||
|
Less: Accumulated depreciation and amortization
|
|
(24,370,751
|
)
|
|
(22,941,264
|
)
|
||
|
Net property, plant and equipment
|
|
$
|
13,247,993
|
|
|
$
|
14,657,188
|
|
|
|
|
As of March 31,
|
|
As of December 31,
|
||||
|
|
|
2015
|
|
2014
|
||||
|
Raw materials
|
|
$
|
1,009,221
|
|
|
$
|
941,912
|
|
|
Work in process
|
|
732,041
|
|
|
335,275
|
|
||
|
Finished goods
|
|
2,111,741
|
|
|
1,150,025
|
|
||
|
Total
|
|
$
|
3,853,003
|
|
|
$
|
2,427,212
|
|
|
|
|
||
|
2015
|
$
|
253,213
|
|
|
2016
|
322,771
|
|
|
|
2017
|
344,730
|
|
|
|
2018
|
368,183
|
|
|
|
2019
|
393,232
|
|
|
|
Thereafter
|
4,336,049
|
|
|
|
|
$
|
6,018,178
|
|
|
|
|
For the three months ended March 31,
|
|
||||||
|
|
|
2015
|
|
2014
|
|
||||
|
Share-based compensation cost included in:
|
|
|
|
|
|
||||
|
Research and development
|
|
$
|
101,310
|
|
|
$
|
103,495
|
|
|
|
Selling, general and administrative
|
|
159,831
|
|
|
119,319
|
|
|
||
|
Total share-based compensation cost
|
|
$
|
261,141
|
|
|
$
|
222,814
|
|
|
|
|
|
For the three months ended March 31,
|
|
||||||
|
|
|
2015
|
|
2014
|
|
||||
|
Type of Award:
|
|
|
|
|
|
||||
|
Stock Options
|
|
$
|
165,500
|
|
|
$
|
132,292
|
|
|
|
Restricted Stock Units and Awards
|
|
95,641
|
|
|
90,522
|
|
|
||
|
Total share-based compensation cost
|
|
$
|
261,141
|
|
|
$
|
222,814
|
|
|
|
|
|
For the three months ended March 31,
|
||
|
|
|
2015
|
|
2014
|
|
Expected volatility
|
|
92%
|
|
95%
|
|
Risk free interest rate
|
|
2%
|
|
2%
|
|
Expected dividends
|
|
—
|
|
—
|
|
Expected life (in years)
|
|
5.8
|
|
5.9
|
|
•
|
our ability to generate customer acceptance of and demand for our products;
|
|
•
|
successful ramping up of commercial production on the equipment installed;
|
|
•
|
our products are successfully and timely certified for use in our target markets;
|
|
•
|
successful operating of production tools to achieve the efficiencies, throughput and yield necessary to reach our cost targets;
|
|
•
|
the products we design are saleable at a price sufficient to generate profits;
|
|
•
|
our strategic alliance with TFG Radiant results in the design, manufacture and sale of sufficient products to achieve profitability;
|
|
•
|
our ability to raise sufficient capital to enable us to reach a level of sales sufficient to achieve profitability on terms favorable to us;
|
|
•
|
we are able to successfully design, manufacture, market, distribute and sell our newly introduced line of consumer oriented products;
|
|
•
|
effective management of the planned ramp up of our domestic and international operations;
|
|
•
|
our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, retailers and e-commerce companies, who deal directly with end users in our target markets;
|
|
•
|
our ability to maintain the listing of our common stock on the NASDAQ Capital Market;
|
|
•
|
our ability to achieve projected operational performance and cost metrics;
|
|
•
|
our ability to enter into commercially viable licensing, joint venture, or other commercial arrangements; and
|
|
•
|
availability of raw materials.
|
|
1.
|
Materials and Equipment Related expenses decreased
$908,000
for the three months ended
March 31, 2015
as compared to the three months ended
March 31, 2014
. The decrease is due to the fact that materials costs are included in the Cost of revenues line item for the three months ended
March 31, 2015
.
|
|
2.
|
Personnel related expenses decreased
$548,000
as compared to the first quarter of 2014. The overall decrease in personnel related costs was primarily due to direct labor that is included in the Cost of revenues line item for the three months ended
March 31, 2015
.
|
|
3.
|
Consulting and Contract Services decreased by
$444,000
from comparable quarter in the prior year. The decrease in expense as compared to the the first quarter of 2014 was primarily attributed to the termination of the consulting services contract with TFGR, effective March 31, 2014. Management expects this expense to remain consistent throughout 2015.
|
|
4.
|
Facility Related Expenses decreased
$270,000
during the three months ended
March 31, 2015
. The decrease is due to the fact that some overhead costs are included in the Cost of Revenue line item for the three months ended
March 31, 2015
.
|
|
1.
|
Personnel related costs increased
$499,000
during the three months ended
March 31, 2015
as compared to the three months ended
March 31, 2014
. $41,000 of this increase was related to non-cash stock compensation expense. The overall increase in personnel related costs was due to additional sales and management personnel hired subsequent to
March 31, 2014
in order to facilitate our expected increase in sales.
|
|
2.
|
Marketing and related expenses decreased
$611,000
during the three months ended
March 31, 2015
as compared to the three months ended
March 31, 2014
. During the the first quarter of 2014, the Company implemented aggressive marketing and advertising campaigns in order to build our brand, which included television advertisements, print advertisements, and trade shows. During the first quarter of 2015, the Company did not incur the same level of advertising and marketing related expenses as the first quarter of 2014.
|
|
3.
|
Consulting and contract services decreased
$221,000
during the three months ended
March 31, 2015
as compared to the three months ended
March 31, 2014
. The decrease was due to decreased staffing costs associated with our retail kiosks. Management expects this expense to be lower during 2015 as compared to 2014 as we transition to automated kiosks that do not require significant staffing expense.
|
|
1.
|
Interest Expense increased
$9,847,000
as compared the first quarter of 2014. The increase is due to non-cash interest expense and amortization of debt discounts related to the Notes, Series D Preferred Stock, and Series D-1 Preferred Stock. The non-cash portion of interest expense for the three months ended
March 31, 2015
was
$9,820,000
.
|
|
2.
|
Loss on Extinguishment of liabilities increased
$2,259,000
as compared to the first quarter of 2014. The increase in this non-cash expense is a result of the extinguishment of liabilities related to the Notes, Series D Preferred Stock, and Series D-1 Preferred Stock. Management expects these non-cash expenses to continue throughout 2015 due to our November 2014 financing transaction.
|
|
3.
|
We incurred
$909,000
in non-cash interest expense as a result of the liability classified warrants associated with the Series D-1 Preferred Stock. This was a one-time non-recurring expense.
|
|
4.
|
Change in fair value of derivative liabilities fluctuated
$3,322,000
as compared to the first quarter of 2014, resulting in a net gain as of
March 31, 2015
. The fluctuation in this non-cash item relates to the change in fair value of our derivative liabilities associated with our warrant liabilities as well as our derivatives associated with the Notes, Series D Preferred Stock and Series D-1 Preferred Stock.
|
|
|
|
Decrease (increase)
to Net Loss
For the Three
Months Ended
March 31, 2015 Compared to the Three Months Ended
March 31, 2014
|
||
|
Revenues
|
|
(95,000
|
)
|
|
|
Cost of Revenue
|
|
(1,581,000
|
)
|
|
|
Research, development and manufacturing operations
|
|
|
||
|
Materials and Equipment Related Expenses
|
|
908,000
|
|
|
|
Personnel Related Expenses
|
|
548,000
|
|
|
|
Consulting and Contract Services
|
|
444,000
|
|
|
|
Facility Related Expenses
|
|
270,000
|
|
|
|
Other Miscellaneous Costs
|
|
(69,000
|
)
|
|
|
Selling, general and administrative expenses
|
|
|
||
|
Personnel Related Expenses
|
|
(499,000
|
)
|
|
|
Marketing Related Expenses
|
|
611,000
|
|
|
|
Legal Expenses
|
|
(26,000
|
)
|
|
|
Public Company Costs
|
|
(64,000
|
)
|
|
|
Consulting and Contract Services
|
|
221,000
|
|
|
|
Other Miscellaneous Costs
|
|
(40,000
|
)
|
|
|
Depreciation and Amortization Expense
|
|
30,000
|
|
|
|
Other Income / (Expense)
|
|
|
||
|
Interest Expense
|
|
(9,847,000
|
)
|
|
|
Other Income/Expense
|
|
17,000
|
|
|
|
Non-Cash Loss on Extinguishment of Liabilities
|
|
(2,259,000
|
)
|
|
|
Deemed (non-cash) Interest Expense on Warrant Liability
|
|
(909,000
|
)
|
|
|
Non-Cash Change in Fair Value of Derivative Liabilities
|
|
3,322,000
|
|
|
|
Increase to Net Loss
|
|
$
|
(9,018,000
|
)
|
|
|
|
|
|
Payments Due by Year (in thousands)
|
||||||||||||||||
|
Contractual Obligations
|
|
Total
|
|
Less Than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5
Years
|
||||||||||
|
Long-term debt obligations
|
|
$
|
10,401
|
|
|
$
|
1,393
|
|
|
$
|
2,881
|
|
|
$
|
1,387
|
|
|
$
|
4,740
|
|
|
Operating lease obligations
|
|
43
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchase obligations
|
|
3,183
|
|
|
3,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
13,627
|
|
|
$
|
4,619
|
|
|
$
|
2,881
|
|
|
$
|
1,387
|
|
|
$
|
4,740
|
|
|
|
ASCENT SOLAR TECHNOLOGIES, INC.
|
|
|
|
|
|
|
|
By:
|
/
S
/ VICTOR LEE
|
|
|
|
Lee Kong Hian (aka Victor Lee)
President and Chief Executive Officer
(Principal Executive Officer, acting Principal Financial Officer, and Authorized Signatory)
|
|
Exhibit
No.
|
|
Description
|
|
3.1
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series D-1 Preferred Stock (filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 20, 2015).
|
|
|
|
|
|
10.1
|
|
Securities Purchase Agreement, dated February 19, 2015, between the Company and the Investor named therein (filed as Exhibit 10.1 to our Current Report on Form 8-K February 20, 2015).
|
|
|
|
|
|
31.1*
|
|
Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
31.2*
|
|
Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.1*
|
|
Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.2*
|
|
Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Filed herewith.
|
|
|
|
|
**
|
XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Exchange Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|