At June 30, 2018, the Company had cash and cash equivalents of approximately $12.3 million and working capital of approximately $11.7 million. The Company has only generated limited revenues since inception, all of which was non-recurring revenue recognized in the fourth quarter of 2017 and second quarter of 2018. The Company has incurred recurring operating losses from inception to date. At June 30, 2018 the Company had an accumulated deficit of approximately $115.3 million.

Based on the funds it has available as of the date of the filing of this report, the Company believes that it has sufficient capital to fund its current business plans and obligations over, at least, 12 months from the date that these financial statements have been issued. However, as the Company has not yet generated recurring revenue from planned principal operations, it is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays in a new business. Accordingly, the Company may require additional capital, the receipt of which cannot be assured. In the event the Company requires additional capital, there can be no guarantee that funds will be available on commercially reasonable terms, if at all.

Significant accounting policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 6, 2018 other than the adoption of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which was adopted utilizing the full retrospective method. As a result, the Company has updated its Revenue policy. See Note 4 for more information.

Basis of presentation of unaudited condensed financial information

The unaudited condensed financial statements of the Company for the three and six months ended June 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2017 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2018. These financial statements should be read in conjunction with that report.

Adoption of recent accounting standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) .   The guidance in this ASU requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company has adopted Topic 606 as of January 1, 2018 utilizing the full retrospective method of adoption.   The adoption of Topic 606 did not have any impact on its results of operations and financial condition.

In May 2017, the FASB issued ASU No. 2017-09, C ompensation–Stock Compensation (Topic 718): Scope of Modification Accounting , clarifying when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The new guidance is effective for the Company on a prospective basis beginning on January 1, 2018, with early adoption permitted. The adoption of this update did not have a material impact on its financial position, results of operations or financial statement disclosure.

Recent accounting standards

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The guidance in this ASU expands the scope of ASC Topic 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. This amendment will be effective for annual and interim beginning after December 31, 2018. The company is currently evaluating the impact ASU 2018-07 will have on its financial position, results of operations or financial statement disclosure. 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . This ASU will require lessees to recognize a right of use asset and lease liability on the balance sheet for leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The amendment will be effective for annual and interim beginning after December 15, 2018, including interim periods within those fiscal years. The company is currently evaluating the impact ASU 2016-02 will have on its financial position, results of operations or financial statement disclosure. 

The adoption of ASU No. 2014-09 represents a change in accounting principle that will provide financial statement readers with enhanced revenue recognition disclosures. In accordance with Topic 606, the Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services.

The Company generates revenue from sales of its products and delivery of services to its customers. Revenue is recognized based on the following steps (i) identification of the contract, or contracts, 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 performance obligations of the contract, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation.

Revenue for the three and six months ended June 30, 2018 and 2017 is as follows (in thousands):

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the sum of the weighted average number of shares of common stock outstanding and the dilutive common stock equivalent shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon i) the exercise of outstanding stock options and warrants and (ii) vesting of restricted stock units and restricted stock awards, are only included in the calculation of diluted net loss per share when their effect is dilutive. Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti-dilutive. Accordingly, basic and diluted net loss per share are equal.

The following potential common stock equivalents were not included in the calculation of diluted net loss per common share because the inclusion thereof would be anti-dilutive (in thousands):

The calculation for basic and diluted loss per share excludes unvested restricted stock awards which are subject to forfeiture. 

The warrants outstanding at June 30, 2018 had an intrinsic value of approximately $1.5 million based on a per-share stock price of $6.12 as of June 30, 2018.

In May 2017, the Company’s shareholders approved its 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the grant of non-qualified stock options and incentive stock options to purchase shares of the Company’s common stock and for the grant of restricted and unrestricted share grants. The 2017 Plan provides for the issuance of 3,750,000 shares of common stock. All of the Company’s employees and any subsidiary employees (including officers and directors who are also employees), as well as all of the Company’s nonemployee directors and other consultants, advisors and other persons who provide services to the Company will be eligible to receive incentive awards under the 2017 Plan. Generally stock options and restricted stock vest over a one to four-year period from the date of grant under the 2017 Plan.

The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations during the three and six months ended June 30, 2018 and 2017 for stock options and restricted stock from the 2017 Plan and 2007 Plan, the 2007 Plan expired in March 2017 (in thousands):

As of June 30, 2018, there was approximately $5.2 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements that are expected to vest. This cost is expected to be recognized over a weighted-average period of 2.5 years.

The weighted average grant date fair value per share of the options granted under the plans was $2.17 and $3.01 for the six months ended June 30, 3018 and 2017, respectively

The following table summarizes stock option activity during the six months ended June 30, 2018 (in thousands except exercise prices and contractual terms):

During the six months ended June 30, 2018 the Company granted options under its 2017 Stock Incentive Plan to purchase approximately 338,000 shares of its common stock to its employees and consultants. The fair value of these options was approximately $733,000 at the time of grant.

The Company issues restricted stock to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant. The following table summarizes all restricted stock activity during the six months ended June 30, 2018 (in thousands except per share data):

During the six months ended June 30, 2018 the Company granted approximately 248,000 restricted stock awards under its 2017 Stock Incentive Plan to its employees and directors. The fair value of these awards was approximately $1.4 million at the time of grant.

Operating Leases

On January 19, 2016, the Company entered into a real estate lease agreement for a 3,396 square foot office facility in Los Gatos, California as its new corporate headquarters. The lease commenced on February 1, 2016 and had a two-year term. The lease was amended in December 2017 to extend the lease terms for three years through January 31, 2021. The lease rate is $12,735 per month with annual increases of 3%.

Approximate future minimum lease payments required under the operating leases are as follows (in thousands):

Licensing agreement

In December 2006, the Company entered into a licensing agreement with ASM International N.V., a vendor of semiconductor manufacturing equipment located in Almere, The Netherlands, pursuant to which ASM has granted to the Company a non-exclusive, worldwide license to make, and sublicense others to make, semiconductor devices using certain ASM patents. The ASM license restricts the Company and its sublicensees from using the ASM licensed rights in the manufacture of epitaxial deposition machines or any other machines used to manufacture semiconductors. The ASM license, which is coterminous with patents licensed by ASM, expires on January 8, 2019 and requires the Company to pay ASM a royalty of 5% of net royalty revenue, generally defined as gross royalty revenue less certain customer offsets and credits, from the sale of any product incorporating the ASM licensed patents not manufactured on ASM equipment and a royalty of 2.5% of net revenue from the sale of any product incorporating ASM licensed patents manufactured on ASM equipment. All semiconductor devices incorporating the Company’s MST ^® technology manufactured prior to January 8, 2019 will be subject to the ASM license royalty. The Company has incurred a royalty obligation of approximately $5,000 under this license agreement through June 30, 2018, of which approximately $2,400 is included in accrued expenses of the Company’s consolidated balance sheet as of June 30, 2018.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of Atomera Incorporated should be read in conjunction with our unaudited condensed financial statements and the accompanying notes that appear elsewhere in this filing. Statements in this Quarterly Report on Form 10-Q include forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 6, 2018 and referenced under the heading “Risk Factors” within Part II, Item 1A of this Quarterly Report and other documents we subsequently file from time to time with the Securities and Exchange Commission (the “SEC”), such as our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Overview

We are engaged in the business of developing, commercializing and licensing proprietary processes and technologies for the $400+ billion semiconductor industry. Our lead technology, named Mears Silicon Technology ^TM , or MST ^® , is a thin-film of reengineered silicon, typically 100 to 300 angstroms (or approximately 20 to 60 silicon atomic unit cells) thick. MST can be applied as a transistor channel enhancement to CMOS-type transistors, the most widely used transistor type in the semiconductor industry. MST is our proprietary and patent-protected performance enhancement technology that we believe addresses a number of key engineering challenges facing the semiconductor industry. We believe that by incorporating MST, transistors can be smaller, with increased speed, reliability and energy efficiency. In addition, since MST is an additive and low cost technology, we believe it can be deployed on an industrial scale, with machines commonly used in semiconductor manufacturing. We believe that MST can be widely incorporated into the most common types of semiconductor products, including analog, logic, optical and memory integrated circuits.

We do not intend to design or manufacture integrated circuits directly. Instead, we intend to develop and license technologies and processes that we believe will offer the designers and manufacturers of integrated circuits a low-cost solution to the industry’s need for greater performance and lower power consumption. Our customers and partners are expected to include:

We intend to generate revenue through licensing arrangements whereby foundries and IDMs pay us a license fee for their use of MST technology in the manufacture of silicon wafers as well as a royalty for each silicon wafer or device that incorporates our MST technology. We also intend to enter into licensing arrangements with fabless semiconductor manufacturers pursuant to which we will charge them a royalty for each device they sell that incorporates our MST technology.

We were organized as a Delaware limited liability company under the name Nanovis LLC on November 26, 2001. On March 13, 2007, we converted to a Delaware corporation under the name Mears Technologies, Inc. On January 12, 2016, we changed our name to Atomera Incorporated.

Results of Operations

Revenues and cost of revenues. Revenue for the three and six months ended June 30, 2018 was $96,000 and was generated from providing engineering services. We did not generate revenue in the three and six months ended June 30, 2017. We have only generated limited revenues since inception, all of which was engineering services revenue recognized in the quarter ended June 30, 2018 and the fourth quarter of 2017.

Cost of revenue. Cost of revenue consists of materials as well as direct compensation and expenses incurred to provide engineering services. Cost of revenue was approximately $113,000 for the three and six months ended June 30, 2018 and $0 for the three and six months ended June 30, 2017. We anticipate that our cost of revenue will vary substantially depending on the nature of services delivered in each customer engagement. Accordingly, our gross margin for engineering services may vary significantly among customer engagements and from period to period and is not indicative of margins we expect to obtain from license fees and royalties.

Operating expenses. Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended June 30, 2018 and 2017, our operating expenses totaled approximately $3.2 million and approximately $3.7 million, respectively. The decline in operating expense was primarily due to a decrease of approximately $807,000 in stock compensation expense, which was partly offset by an approximate $194,000 increase in payroll and related and an approximate $178,000 increase in outsourced fabrication and testing expenses. For the six months ended June 30, 2018 and 2017, our operating expenses totaled approximately $6.3 million and approximately $7.2 million, respectively. The decline in operating expense was primarily due to an approximate $1.5 million decrease in stock compensation expense, which was partly offset by an approximate $336,000 increase in payroll and related costs and an approximate $315,000 increase in outsourced fabrication and testing expenses.

Research and development expenses. To date, our operations have focused on the research, development, patent protection, and commercialization of our processes and technologies, including our proprietary and patent-protected MST performance enhancement technology. Our research and development costs primarily consist of payroll and benefit costs for our engineering staff and costs of outsourced fabrication and metrology of semiconductor wafers incorporating our MST technology.

For the three months ended June 30, 2018 and 2017, we incurred approximately $1.7 million and $1.4 million, respectively, of research and development expense, an increase of approximately $294,000 or 20%. The increase in research and development expense is primarily due to an increase of approximately $178,000 in spending on outsourced fabrication and metrology to support increased engagements with potential customers evaluating MST and an increase of approximately $120,000 in payroll and related expense reflecting an increase in engineering headcount.

For the six months ended June 30, 2018 and 2017, we incurred approximately $3.4 million and $2.9 million, respectively, of research and development expense, an increase of approximately $528,000 or 18%. The increase in research and development expense is primarily due to an increase of approximately $315,000 in spending on outsourced fabrication and metrology to support increased engagements with potential customers evaluating MST, an increase of approximately $209,000 in payroll expense reflecting an increase in engineering headcount and an increase in consulting costs of approximately $39,000 which was offset by a $64,000 decrease in professional fees for recruiting.

General and administrative expenses. General and administrative expenses consist primarily of payroll and benefit costs for administrative personnel, office-related costs and professional fees. General and administrative costs for the three months ended June 30, 2018 and 2017 were approximately $1.3 million and $1.7 million, respectively, representing a decrease of approximately $458,000 or 27%. The decrease in costs was primarily due to a decrease of approximately $551,000 in stock compensation expense. This decrease was partially offset by an approximate $57,000 increase in payroll and related costs due to an increase in the expected bonus accrued for this quarter compared to the same quarter last year.

For the six months ended June 30, 2018 and 2017, we incurred approximately $2.5 million and $3.3 million, respectively, of general and administrative expense, a decrease of approximately $858,000 or 26%. The decrease in costs was primarily due to a decrease of approximately $1.0 million in stock compensation expense. This decrease was partially offset by an approximate $95,000 increase in payroll and related costs due to an increase in salaries and projected bonus. Professional fees also increased by approximately $60,000 primarily due to increased fees related to patent filings and maintenance.

Selling and marketing expenses. Selling and marketing expenses consist primarily of salary and benefits for our sales and marketing personnel and business development consulting services. Selling and marketing expenses for the three months ended June 30, 2018 and 2017 were approximately $212,000 and $508,000, respectively, representing a decrease of approximately $296,000, or 58%. Approximately $269,000 of the decrease is due to lower stock-based compensation. The remaining decrease is due to an approximate $45,000 decrease in consulting expense.

For the six months ended June 30, 2018 and 2017, we incurred approximately $458,000 and $1.0 million, respectively, of selling and marketing expense, a decrease of approximately $559,000 or 55%. The decrease primarily related to an approximate $505,000 decrease in stock compensation expense and an approximate $76,000 decrease in consulting expense. These decreases were offset in part by an increase of approximately $31,000 in payroll and related costs due to the increase in bonus accrued for the six months ended June 30, 2018 compared to the same period of 2017

Interest income and expenses. Interest income for the three months ended June 30, 2018 and 2017 was approximately $50,000 and $36,000, respectively. Interest income for the six months ended June 30, 2018 and 2017 was approximately $97,000 and $64,000, respectively. Interest income for each period related to interest earned on our cash and cash equivalents.

Liquidity and Capital Resources

As of June 30, 2018, we had cash and cash equivalents of approximately $12.3 million and a working capital of approximately $11.7 million. For the six months ended June 30, 2018, we had a net loss of approximately $6.3 million and used approximately $5.1 million of cash in operations. Since inception, we have incurred recurring operating losses. At June 30, 2018, we had an accumulated deficit of approximately $115.3 million.

We believe that our available working capital is sufficient to fund our presently forecasted working capital requirements for, at least, the next 12 months following the date of the filing of this report. However, the semiconductor industry is generally slow to adopt new manufacturing process technologies and conducts long testing and qualification processes which we have limited ability to control, and there can be no assurance of the timing of our receipt of meaningful amounts of revenue. If we are not able to generate sufficient revenue from licensing our technology in a timeframe that satisfies our cash needs, we will need to raise more capital. In the event we require additional capital, we will endeavor to acquire additional funds through various financing sources, including follow-on equity offerings, debt financing and joint ventures with industry partners. On October 13, 2017, the SEC declared effective our Registration Statement on Form S-3 which enables us to issue equity and/or debt instruments in one or more offerings. In addition, we will consider alternatives to our current business plan that may enable to us to achieve revenue-producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that additional capital, whether under the S-3 Registration Statement or otherwise, will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

Cash Flows from Operating, Investing and Financing Activities

Net cash used in operating activities of approximately $5.1 million for the six months ended June 30, 2018 resulted primarily from our net loss of approximately $6.3 million adjusted by approximately $1.2 million for stock-based compensation expense.

Net cash used in operating activities of approximately $5.0 million for the six months ended June 30, 2017 resulted primarily from our net loss of approximately $7.2 million and a decrease of approximately $319,000 in accrued payroll expenses, adjusted by approximately $2.6 million for stock-based compensation

Net cash used in investing activities of approximately $14,000 for the six months ended June 30, 2018 and approximately $13,000 for six months ended June 30, 2017 consisted of the purchase of property and equipment.

No cash was used in or provided by financing activities for the six months ended June 30, 2018 or 2017.

  Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements or issued guarantees to third parties.

Recent Accounting Pronouncements

We are required to adopt certain new accounting pronouncements. See note 3 to the condensed financial statements included in Item 1 of this Form 10-Q.

Critical Accounting Policies

There have been no changes to our critical accounting policies from those included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 6, 2018.