Atomera(ATOM) - 2021 Q4 - Annual Report

Part I Business Atomera licenses its proprietary MST® semiconductor technology to generate revenue through fees and royalties Company Overview The company licenses its MST performance-enhancing film via a multi-stage process, aiming for royalty revenue - Atomera's core business is developing and licensing its proprietary Mears Silicon Technology (MST), a thin film of reengineered silicon (100-300 angstroms thick) that enhances transistor performance, speed, reliability, and energy efficiency[17] - The company's business model is to license its technology to foundries, IDMs, and fabless manufacturers, rather than designing or manufacturing integrated circuits itself[18] - Revenue is generated through a multi-stage licensing process, starting with integration licenses, followed by manufacturing and distribution licenses that are expected to include larger fees and royalty payments[19][20] - In January 2021, Atomera entered into a JDA with a leading semiconductor provider, which included an upfront, paid manufacturing license, with all development milestones achieved by February 2022[21] Industry Overview The semiconductor industry's shift from Moore's Law creates opportunities for IP licensing companies like Atomera - The semiconductor industry faces challenges in maintaining the pace of Moore's Law, as shrinking transistor geometries below 100 nanometers has become increasingly difficult and expensive[28][29][30] - The industry has become vertically disaggregated, with specialized companies focusing on different stages of production, creating an opportunity for IP companies like Atomera to license broadly applicable technologies[32][33] MST Commercialization The company follows a six-phase customer engagement model, with 15 customers in integration and one in installation - The customer engagement and adoption process for MST technology generally follows a six-phase model: 1 Engineering Planning, 2 Set-up for Integration, 3 MST Integration, 4 Process Installation, 5 Technology Qualification, and 6 Production[50][51][52][53] - A manufacturing license is required for a customer to install MST technology in their own fab for R&D and qualification (Phase 4), while a separate distribution license is needed for commercial sales and royalty payments[52][53] - As of the report date, Atomera had 15 customer engagements in Phase 3 (MST Integration) and one engagement in Phase 4 (Process Installation)[55] Competition Atomera views its MST technology as an additive solution with no direct competition, facing only internal customer efforts - The company believes MST is a low-cost, additive technology that does not have significant direct competition, similar to other widely adopted industry advances like CMP and High-K/Metal-Gate[64] - Atomera is not aware of another technology on the market that provides the same technical benefits as MST but may face competition from internally-developed solutions at customer companies[64] Intellectual Property Rights The company protects its technology with 118 U.S. and 95 foreign patents, with core patents expiring from August 2023 Patent Portfolio as of Dec 31, 2021 | Patent Jurisdiction | Count | | :--- | :--- | | U.S. Granted | 118 | | Foreign Granted | 95 | - The company's core patents related to MST cover materials, physical structures, and manufacturing processes, with the portfolio beginning to expire on August 22, 2023[69] - In 2021, the company was issued 34 new patents worldwide, representing a 14% annual increase in its portfolio[69] Risk Factors The company faces risks from operating losses, an unproven royalty model, and lengthy customer qualification cycles - The company has a history of significant operating losses, with net losses of approximately $15.7 million in 2021 and $14.9 million in 2020, and an accumulated deficit of $165.9 million[77] - There is no assurance that existing integration licenses or the JDA will advance to royalty-based distribution licenses[78] - The product qualification and licensing cycle is lengthy and costly, estimated to take 18 to 36 months or longer from initial engagement to potential product incorporation[81] - A fire at the fab of licensee AKM has disrupted their business and interrupted the integration and testing of MST, casting doubt on the timing for a potential manufacturing license[80] - The long-term success of the business depends on a royalty-based model, which is inherently risky and subject to factors outside the company's control[86] Unresolved Staff Comments There are no unresolved staff comments - None[115] Properties The company leases its principal executive offices in California and has smaller leased spaces in Massachusetts and Arizona - The company's executive offices are in Los Gatos, California, under a five-year lease expiring January 31, 2026[116] - Additional leased facilities include shared office space in Cambridge, Massachusetts, and a small office in Tempe, Arizona[116] Legal Proceedings The company is not currently subject to any pending legal proceedings - The company reports no pending legal proceedings[117] Mine Safety Disclosures This item is not applicable to the company - Inapplicable[117] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NASDAQ under "ATOM", with 169 holders of record and no history of dividends - The company's common stock trades on the NASDAQ Capital Market under the symbol "ATOM"[118] - As of February 9, 2022, there were 169 holders of record of the common stock[119] - The company has never declared or paid cash dividends and does not intend to in the foreseeable future[120] Reserved This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations Revenue grew significantly in 2021 due to a license fee, though operating expenses and net loss also increased Results of Operations Revenue rose to $400,000 in 2021, while higher operating expenses led to a slightly wider net loss of $15.7 million Key Financial Metrics | Financial Metric | 2021 (in thousands) | 2020 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $400 | $62 | +545% | | Total Operating Expenses | $15,929 | $14,969 | +6% | | Net Loss | ($15,714) | ($14,878) | +6% | - The increase in 2021 revenue was primarily due to a manufacturing license fee paid pursuant to the company's JDA[129] - Research and development expense increased by 4% to $8.8 million, mainly due to higher payroll costs from headcount growth[131] - General and administrative expense increased by 10% to $6.2 million, driven by higher insurance costs, stock-based compensation, and payroll expenses[132] Liquidity and Capital Resources The company holds $28.7 million in cash, bolstered by recent equity offerings, ensuring sufficient near-term liquidity Liquidity Metrics | Metric (as of Dec 31, 2021) | Amount (in millions) | | :--- | :--- | | Cash and cash equivalents | $28.7 | | Working capital | $26.3 | - The company raised approximately $9.4 million in net proceeds from an underwritten public offering in May 2020[136] - An at-the-market (ATM) offering conducted between September 2020 and January 2021 raised approximately $24.2 million in net proceeds[137] - Management believes that available working capital is sufficient to fund its forecasted requirements for at least the next 12 months from the filing date[138] Quantitative and Qualitative Disclosures About Market Risk This item is not applicable to the company - Not applicable[145] Financial Statements and Supplementary Data This section includes audited financial statements, with the auditor highlighting lease accounting as a critical audit matter Balance Sheet Highlights | Balance Sheet (in thousands) | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total Assets | $36,060 | $39,395 | | Total Liabilities | $7,679 | $2,050 | | Total Stockholders' Equity | $28,381 | $37,345 | Statement of Operations Highlights | Statement of Operations (in thousands) | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | | :--- | :--- | :--- | | Revenue | $400 | $62 | | Loss from operations | ($15,529) | ($14,920) | | Net loss | ($15,714) | ($14,878) | | Net loss per share | ($0.70) | ($0.79) | - The independent auditor identified the application of lease accounting standard ASC 842 to a new equipment tool lease as a critical audit matter due to its material amount and significant management estimates[155][156] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure This item is not applicable - Not applicable[250] Controls and Procedures Management concluded that the company's disclosure controls and internal controls over financial reporting were effective - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[251] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2021[253] - No material changes to internal control over financial reporting occurred during the quarter ended December 31, 2021[252] Other Information This item is not applicable - Not applicable[255] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable - Not applicable[255] Part III Directors, Executive Officers and Corporate Governance Required information is incorporated by reference from the company's forthcoming 2022 Proxy Statement - Information for this section is incorporated by reference from the forthcoming 2022 Proxy Statement[257][258] Executive Compensation Required information is incorporated by reference from the company's forthcoming 2022 Proxy Statement - Information for this section is incorporated by reference from the forthcoming 2022 Proxy Statement[257][259] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Required information is incorporated by reference from the company's forthcoming 2022 Proxy Statement - Information for this section is incorporated by reference from the forthcoming 2022 Proxy Statement[257][259] Certain Relationships and Related Transactions and Director Independence Required information is incorporated by reference from the company's forthcoming 2022 Proxy Statement - Information for this section is incorporated by reference from the forthcoming 2022 Proxy Statement[257][260] Principal Accountant Fees and Services Required information is incorporated by reference from the company's forthcoming 2022 Proxy Statement - Information for this section is incorporated by reference from the forthcoming 2022 Proxy Statement[257][260] Part IV Exhibits, Financial Statement Schedules This section lists all financial statements and exhibits filed with the Form 10-K - This section provides a list of all financial statements, schedules, and exhibits filed as part of the Annual Report[262] Form 10-K Summary No Form 10-K summary was provided - None provided[267]