UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

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

Commission File Number: 001-35213

KiOR, INC.

(Exact name of registrant as specified in its charter)

Delaware		51-0652233
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
13001 Bay Park Road
Pasadena, Texas		77507
(Address of principal executive offices)		(Zip Code)

Former name, former address and former fiscal year, if changed since last report: Not applicable

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of the registrant’s classes of common stock, as of the close of business on November 4, 2011, is set forth below:

Class		Amount Outstanding
Class A Common Stock, par value $0.0001 per share		40,205,565
Class B Common Stock, par value $0.0001 per share		61,859,629

 

 

KiOR, INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

INDEX

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets — September 30, 2011 and December 31, 2010			4
Condensed Consolidated Statements of Operations — Three Months Ended September 30, 2011 and 2010 and Nine Months Ended September 30, 2011 and 2010			5
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)			6
Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2011 and 2010			7
Notes to Condensed Consolidated Financial Statements			9
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			37
ITEM 4. Controls and Procedures			37
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			38
ITEM 1A. Risk Factors			38
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			38
ITEM 6. Exhibits			38
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements. All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs.

In particular, forward-looking statements in this Quarterly Report include statements about:

	•		the size of the potential markets for our gasoline and diesel blendstocks;
	•		the expected production costs and cost-competitiveness of our gasoline and diesel blendstocks;
	•		the anticipated performance attributes of our renewable crude oil and gasoline and diesel blendstocks;
	•		the accuracy of our estimates regarding expenses, construction costs, future revenue and capital requirements;
	•		the timing of the construction and commencement of operations at our planned commercial production facilities;
	•		achievement of advances in our technology platform and process design, including improvements to our yield;
	•		our ability to produce renewable crude oil and blendstocks at commercial scale;
	•		our ability economically to obtain feedstock;
	•		our ability to locate production facilities near low-cost, abundant and sustainable feedstock;
	•		the future price and volatility of petroleum-based products and of our current and future feedstocks;
	•		government regulatory certification, including certification of our gasoline and diesel blendstocks as cellulosic biofuels and registration of our blendstocks with the U.S. Environmental Protection Agency as fuels, and industry acceptance of our gasoline and diesel blendstocks, as well as certification, registration and acceptance of our blendstocks for use in jet fuel;
	•		government policymaking and incentives relating to renewable fuels;
	•		our ability to obtain and retain potential customers for our gasoline and diesel blendstocks;
	•		our ability to hire and retain skilled employees;
	•		our ability to obtain additional debt or equity financing on acceptable terms;
	•		our ability to obtain and maintain intellectual property protection for our products and processes; and
	•		the ability of our competitors, many of whom have greater resources than we do, to offer alternatives to our gasoline and diesel blendstocks.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” in Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. Moreover, we operate in a competitive and rapidly changing environment in which new risks emerge from time to time. It is not possible for our management to predict all risks. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee that the events and circumstances reflected in the forward-looking statements will occur or be achieved. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report, except to the extent required by law.

KIOR, Inc.
(A development stage enterprise)

Condensed Consolidated Balance Sheets
(Amounts in thousands, except per share data)
(Unaudited)

		September 30,				December 31,
		2011				2010
Assets
Current assets:
Cash and cash equivalents		$	152,223			$	51,350
Restricted cash			100				100
Prepaid expenses and other current assets			1,165				85
Total current assets			153,488				51,535
Property, plant and equipment, net			125,502				34,880
Intangible assets, net			2,281				2,426
Other assets			300				—
Total assets		$	281,571			$	88,841
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Current portion of long-term debt, net of discount		$	2,617			$	4,480
Accounts payable			3,408				3,207
Accrued liabilities			4,358				671
Convertible preferred stock warrants liability			—				3,185
Total current liabilities			10,383				11,543
Long-term debt, less current portion, net of discount			29,082				5,037
Total liabilities			39,465				16,580
Commitments and contingencies (Note 8)
Convertible preferred stock:
Series A convertible preferred stock, $0.0001 par value, 0 and 24,000,000 shares authorized at September 30, 2011 and December 31, 2010, respectively; 0 and 24,000,000 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively			—				4,360
Series A-1 convertible preferred stock, $0.0001 par value, 0 and 25,600,000 shares authorized at September 30, 2011 and December 31, 2010, respectively; 0 and 20,571,576 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively			—				10,024
Series B convertible preferred stock, $0.0001 par value, 0 and 25,000,000 shares authorized at September 30, 2011 and December 31, 2010, respectively; 0 and 24,479,802 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively			—				120,000
Stockholders’ equity (deficit):
Preferred stock — $0.0001 par value, 2,000,000 shares authorized, none issued and outstanding			—				—
Class A common stock, $0.0001 par value; 250,000,000 and 112,100,000 shares authorized at September 30, 2011 and December 31, 2010, respectively; 40,194,065 and 60,000 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively			4				—
Class B common stock (formerly common stock) $0.0001 par value; 70,800,000 and 72,000,000 shares authorized at September 30, 2011 and December 31, 2010, respectively; 61,848,696 and 15,820,000 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively			6				2
Additional paid-in capital			357,534				4,199
Deficit accumulated during the development stage			(115,438	)			(66,324	)
Total stockholders’ equity (deficit)			242,106				(62,123	)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)		$	281,571			$	88,841

See accompanying notes to condensed consolidated financial statements

KIOR, Inc.
(A development stage enterprise)

Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)

																		Period from
																		July 23, 2007
																		(Date of
																		Inception)
		Three Months Ended								Nine Months Ended								through
		September 30,								September 30,								September
		2011				2010				2011				2010				30, 2011
Operating expenses:
Research and development expenses		$	(8,269	)		$	(6,467	)		$	(23,251	)		$	(15,088	)		$	(59,093	)
General and administrative expenses			(5,905	)			(2,821	)			(17,267	)			(6,169	)			(30,481	)
Depreciation and amortization expenses			(598	)			(458	)			(1,684	)			(1,143	)			(4,221	)
Loss from operations			(14,772	)			(9,746	)			(42,202	)			(22,400	)			(93,795	)
Other income (expense), net:
Interest income			2				20				2				22				172
Beneficial conversion feature expense related to convertible promissory note			—				—				—				(10,000	)			(10,000	)
Interest expense, net of amounts capitalized			—				(732	)			—				(1,454	)			(2,054	)
Foreign currency gain (loss)			—				—				—				24				(435	)
Loss from change in fair value of warrant liability			—				(159	)			(6,914	)			(2,449	)			(9,279	)
Other income (expense), net			2				(871	)			(6,912	)			(13,857	)			(21,596	)
Loss before income taxes			(14,770	)			(10,617	)			(49,114	)			(36,257	)			(115,391	)
Income tax expenses — current			—				—				—				—				(47	)
Net loss		$	(14,770	)		$	(10,617	)		$	(49,114	)		$	(36,257	)		$	(115,438	)
Deemed dividend related to the beneficial conversion feature of Series C convertible preferred stock			—				—				(19,669	)			—				(19,669	)
Net loss attributable to stockholders		$	(14,770	)		$	(10,617	)		$	(68,783	)		$	(36,257	)		$	(135,107	)
Net loss per share of Class A common stock, basic and diluted		$	(.15	)		$	—			$	(.73	)		$	—
Net loss per share of Class B common stock, basic and diluted		$	(.15	)		$	(.13	)		$	(.73	)		$	(.51	)
Weighted-average Class A and B common shares outstanding, basic and diluted			101,724				15,580				46,096				15,315

See accompanying notes to condensed consolidated financial statements

KIOR, Inc.
(A development stage enterprise)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(Amounts in thousands)
(Unaudited)

																		Class B
																		Common Stock,								Addt’l				Deficit
		Convertible								Class A								formerly								Paid-				Accum				Total
		Preferred Stock								Common Stock								Common Stock								in-				During the				Stockholders’
		Shrs				$				Shrs				$				Shrs				$				Capital				Dev. Stage				Deficit
Balance at December 31, 2010			69,052			$	134,384				60			$	—				15,820			$	2			$	4,199			$	(66,324	)		$	(62,123	)
Issuance of Class A Common Stock — Public Offering			—				—				10,800				1				—				—				148,646				—				148,647
Common Stock Issued — Restricted			—				—				44				—				—				—				—				—				—
Stock Based Compensation — Options			—				—				—				—				—				—				3,212				—				3,212
Stock Based Compensation — Restricted			—				—				—				—				—				—				1,575				—				1,575
Stock Options/Warrants Exercised			—				—				227				—				1,457				—				126				—				126
Issuance of Series C Convertible Preferred Stock			11,220				55,000				—				—				—				—				—				—				—
Conversion of Series A Convertible Preferred Stock			(24,000	)			(4,360	)			—				—				24,000				2				4,358				—				4,360
Conversion of Series A-1 Convertible Preferred Stock			(20,572	)			(10,024	)			—				—				20,572				2				10,022				—				10,024
Conversion of Series B Convertible Preferred Stock			(24,480	)			(120,000	)			24,480				2				—				—				119,998				—				120,000
Conversion of Series C Convertible Preferred Stock			(11,220	)			(55,000	)			4,583				1				—				—				54,999				—				55,000
Conversion of Convertible Preferred Stock Warrants Liability			—				—				—				—				—				—				10,399				—				10,399
Beneficial Conversion Feature on Issuance of Series C Convertible Preferred Stock and Stock Warrants			—				—				—				—				—				—				19,669				—				19,669
Deemed Dividend Related to the Beneficial Conversion Feature on Series C Convertible Preferred Stock and Stock Warrants			—				—				—				—				—				—				(19,669	)			—				(19,669	)
Net loss			—				—				—				—				—				—				—				(49,114	)			(49,114	)
Balance at September 30, 2011			—			$	—				40,194			$	4				61,849			$	6			$	357,534			$	(115,438	)		$	242,106

See accompanying notes to condensed consolidated financial statements

KIOR, Inc.
(A development stage enterprise)

Condensed Consolidated Statement of Cash Flows
(Amounts in thousands)
(Unaudited)

										Period from
										July 23, 2007
										(Date of
										Inception)
										through
		Nine Months Ended September 30,								September 30,
		2011				2010				2011
Cash flows from operating activities
Net loss		$	(49,114	)		$	(36,257	)		$	(115,438	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization			1,684				1,143				4,221
Stock based compensation			4,787				614				6,048
Non cash compensation from warrants issued on common stock			—				298				298
Beneficial conversion feature expense related to convertible promissory note			—				10,000				10,000
Derivative fair value adjustments			6,914				2,449				9,279
Accrued Interest			—				—				534
Amortization of debt discount and fees			—				567				300
Changes in other operating assets and liabilities
Prepaid expenses and other current assets			(944	)			(54	)			(848	)
Accounts payable			(2,311	)			(695	)			(1,433	)
Accrued liabilities			1,386				184				1,985
Net cash used in operating activities			(37,598	)			(21,751	)			(85,054	)
Cash flows from investing activities
Purchases of property, plant and equipment			(104,107	)			(9,771	)			(138,622	)
Purchases of intangible assets			—				—				(427	)
Restricted cash			—				—				(100	)
Net cash used in investing activities			(104,107	)			(9,771	)			(139,149	)
Cash flows from financing activities
Proceeds from issuance of convertible promissory note to stockholder			—				—				15,000
Proceeds from equipment loans			—				1,000				6,000
Payments on equipment loans			(397	)			(1,248	)			(2,975	)
Proceeds from business loans			—				7,000				7,000
Payments on business loans			(189	)			(359	)			(1,108	)
Proceeds from stock option/warrant exercises			126				22				169
Proceeds from issuance of Series A convertible preferred stock			—				—				4,360
Proceeds from issuance of Series A-1 convertible preferred stock			—				—				10,024
Proceeds from issuance of Series B convertible preferred stock			—				95,000				95,000
Proceeds from issuance of Series C convertible preferred stock			55,000				—				55,000
Proceeds from issuance of common stock in initial public offering, net of expenses			148,647				—				148,647
Borrowings under the Mississippi Development Authority loan			39,391				—				39,391
Net cash provided by financing activities			242,578				101,415				376,508
Effect of exchange rate on cash and cash equivalents			—				(58	)			(82	)
Net increase in cash and cash equivalents			100,873				69,835				152,223
Cash and cash equivalents
Beginning of period			51,350				5,176				—
End of period		$	152,223			$	75,011			$	152,223

KIOR, Inc.
(A development stage enterprise)

Condensed Consolidated Statement of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)

		Nine Months Ended
		September 30,
		2011				2010
Supplemental disclosure of noncash investing and financing activities:
Accrued purchase of property, plant and equipment		$	4,377			$	1,907
Convertible preferred stock warrants issued in connection with loan amendments		$	300			$	665
Common stock warrants issue in connection with compensation arrangements		$	—			$	298
Conversion of convertible promissory note to stockholder into Series B convertible preferred stock		$	—			$	15,000
Conversion of Series A, A-1, B, and C convertible preferred stock into Class A and Class B common stock		$	134,384			$	—
Conversion of convertible preferred stock warrants into Class A and Class B common stock warrants		$	10,399			$	—
Financing of insurance premium		$	436			$	—
Imputed interest on Mississippi Development Authority loan		$	17,232			$	—

See accompanying notes to condensed consolidated financial statements

KIOR, Inc.
(A development stage enterprise)

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. General

Organization

KiOR, Inc., a Delaware corporation (the “Company”), is a next-generation renewable fuels company based in Houston, Texas. The Company was incorporated and commenced operations in July 2007 as a joint venture between Khosla Ventures, an investment partnership, and BIOeCON B.V.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, KiOR B.V. (in liquidation) and KiOR Columbus, LLC. KiOR B.V., a Netherlands company, was formed on March 4, 2008 and commenced the process of liquidation in March 2010. As of December 31, 2010, all of the operations of KiOR B.V. were combined into the operations of KiOR, Inc. KiOR Columbus, LLC, a wholly owned subsidiary of the Company (“KiOR Columbus”), was formed on October 6, 2010.

Nature of Business

The Company has developed a unique two-step proprietary technology platform that converts abundant and sustainable non-food biomass into gasoline and diesel blendstocks that can be transported using the existing fuels distribution system for use in vehicles on the road today.

Since inception, the Company has performed extensive research and development efforts to develop, enhance, refine and commercialize its biomass-to-fuel technology platform. The Company is now entering its commercialization phase and, in the first quarter of 2011, commenced construction of its first initial-scale commercial production facility in Columbus, Mississippi.

Development Stage Enterprise

The Company is a development stage enterprise, and has incurred losses since inception. Until recently, the Company has focused its efforts on the research and development of its biomass-to-renewable fuel technology platform, and it has yet to generate revenue from its process. As a result, it has generated operating losses of $93.8 million and accumulated deficit of $115.4 million since inception. The Company expects to continue to incur operating losses through at least 2013 as it continues into the commercialization stage of its business. The Company’s ultimate success is dependent upon the successful transition of the Company from primarily a research and development company to an operating company. There can be no assurance that the Company’s proprietary technologies will be successful on a commercial scale, that it will be successful in funding its long-term expansion plans or that it will be able to generate sufficient revenue in the future to sustain operations.

The Company closed its initial public offering of 10,000,000 shares of Class A common stock at a price to the public of $15.00 per share on June 29, 2011. Upon the closing of the sale of shares of the Company’s Class A common stock to the public, all outstanding shares of the Series A and Series A-1 convertible preferred stock converted into 44.6 million shares of common stock on a 1-to-1 basis (which was redesignated “Class B common stock” upon the completion of the Company’s initial public offering), (2) all outstanding shares of Series B convertible preferred stock were converted automatically into 24.5 million shares of Class A common stock on a 1-to-1 basis, and all outstanding shares of Series C convertible preferred stock were converted automatically into 4.6 million shares of Class A common stock using a conversion price of 80% of the issuance price to the public in the initial public offering (the IPO price). We granted the underwriters of the Company’s initial public offering a 30-day option to purchase up to 1,500,000 additional shares of Class A common stock at the IPO price, which was partially exercised in July 2011, resulting in the issuance of an additional 800,000 shares.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to these rules and regulations. In the opinion of the Company, these financial statements contain all adjustments necessary to present fairly its financial position, results of its operations, and changes in its cash flows for the periods presented. All such adjustments represent normal recurring items, except as noted herein. These condensed consolidated financial statements are unaudited and should be read in conjunction with the financial statements as of and for the year ended December 31, 2010 and the notes thereto included in the Company’s prospectus filed with the SEC on June 24, 2011.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, the three and nine months ended September 30, 2011, are not necessarily indicative of the results to be expected for the year ending December 31, 2011 or for any other interim period or for any future year.

Comprehensive Income/Loss

The Company did not have any items of other comprehensive income/loss during the nine months ended September 30, 2011. During the nine months ended September 30, 2010, the Company recognized a cumulative translation loss of $58,000.

Stock Split

On June 9, 2011, the Company authorized a 2-for-1 split of all common stock and convertible preferred stock authorized, issued and outstanding at that time. On April 16, 2010, the Company authorized a 4-for-1 split on all common stock and convertible preferred stock authorized, issued and outstanding at that time. All share and per share amounts in the condensed consolidated financial statements and related notes have been restated to reflect the 2-for-1 and 4-for-1 splits.

Net Loss per Share of Common Stock

Basic net loss per share of common stock is computed by dividing the Company’s net loss attributable to its stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potentially dilutive securities, including stock options, warrants and convertible preferred stock. Basic and diluted net loss per share of common stock attributable to the Company’s stockholders was the same for all periods presented on the Condensed Consolidated Statements of Operations, as the inclusion of all potentially dilutive securities outstanding would have been antidilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share are the same for each period presented.

In April 2011, the Company issued Series C convertible preferred stock with a beneficial conversion feature (See Note 9 — Convertible Preferred Stock) and recorded deemed dividends relating to the beneficial conversion feature of $19.7 million for the nine month period ended September 30, 2011. While it was outstanding, all of the Company’s preferred stock participated in earnings or losses of the Company. Consequently, net losses were adjusted for the deemed distributions relating to the beneficial conversion feature and losses attributable to preferred stockholders to calculate the net loss attributable to common stockholders.

The following table presents the calculation of historical basic and diluted net loss per share of common stock attributable to the Company’s common stockholders:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
		(Amounts in thousands, except per share data)
Net loss per share:
Numerator:
Net loss		$	(14,770	)		$	(10,617	)		$	(49,114	)		$	(36,257	)
Deemed dividend related to the beneficial conversion feature of Series C convertible preferred stock			—				—				(19,669	)			—
Net loss attributable to stockholders			(14,770	)			(10,617	)			(68,783	)			(36,257	)
Net loss attributable to preferred stockholders			—				8,620				35,127				28,488
Net loss attributable to Class A common stockholders and Class B common stockholders — basic and diluted		$	(14,770	)		$	(1,997	)		$	(33,656	)		$	(7,769	)
Net loss attributable to Class A common stockholders — basic and diluted		$	(5,790	)			—			$	(10,058	)			—
Net loss attributable to Class B common stockholders — basic and diluted			(8,980	)			(1,997	)			(23,598	)			(7,769	)
Net loss attributable to Class A common stockholders and Class B common stock holders — basic and diluted		$	(14,770	)		$	(1,997	)		$	(33,656	)		$	(7,769	)
Denominator:
Weighted-average Class A common shares used in computing net loss per share of Class A common stock — basic and diluted			39,875				—				13,776				—
Weighted-average Class B common shares used in computing net loss per share of Class B common stock — basic and diluted			61,849				15,580				32,320				15,315
Weighted-average Class A common stock and Class B common stock — basic and diluted			101,724				15,580				46,096				15,315
Net loss per share of Class A common stock — basic and diluted		$	(.15	)		$	—			$	(.73	)		$	—
Net loss per share of Class B common stock — basic and diluted		$	(.15	)		$	(.13	)		$	(.73	)		$	(.51	)

The following outstanding shares on a weighted average basis of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
		(Amounts in thousands)
Convertible preferred stock (as converted basis)			—				67,255				48,111				56,158
Convertible preferred stock warrants (as converted basis)			—				721				506				678
Common stock warrants (as converted basis)			768				111				359				37
Stock options			14,776				13,241				15,322				10,997
Total			15,544				81,328				64,298				67,870

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued a new accounting standard update, which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The standard is effective for fiscal years beginning after December 15, 2011. The Company will adopt this standard in the first quarter of 2012 and is currently evaluating its impact on its financial statements and disclosures.

In June 2011, the FASB issued a new accounting standard, which eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, an entity will be required to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The standard is effective for fiscal years beginning after December 15, 2011. The Company will adopt this standard in the first quarter of 2012.

3. Fair Value of Financial Instruments

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. As of September 30, 2011 and December 31, 2010, the Company considered the cash and cash equivalents, restricted cash and accounts payable to be representative of their fair values because of their short-term maturities. Further, the Company’s long-term debt approximates fair value as it has been negotiated on an arm’s length basis with reputable third-party lenders.

Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:

	•		Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
	•		Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	•		Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (amounts in tables in thousands). The Company had no financial liabilities measured at fair value at September 30, 2011.

		September 30, 2011
		Level 1				Level 2				Level 3				Total
Financial assets
Money market funds		$	131,505			$	—			$	—			$	131,505
Total financial assets		$	131,505			$	—			$	—			$	131,505

		December 31, 2010
		Level 1				Level 2				Level 3				Total
Financial assets
Money market funds		$	45,033			$	—			$	—			$	45,033
Total financial assets		$	45,033			$	—			$	—			$	45,033
Financial liabilities
Convertible preferred stock warrant liability		$	—			$	—			$	3,185			$	3,185
Total financial liabilities		$	—			$	—			$	3,185			$	3,185

The change in the fair value of the convertible preferred stock warrant liability is summarized below (amounts in thousands):

Fair value as of December 31, 2010		$	3,185
Fair value of warrants liability for loan amendment			300
Change in fair value of warrant liability			6,914
Transfers out of Level 3 (see Note 10 — Convertible Preferred Stock Warrants)			(10,399	)
Fair value as of September 30, 2011		$	—

The Company’s assets and liabilities that are measured at fair value on a non-recurring basis include long-lived assets and intangible assets. These items are recognized at fair value when they are considered to be impaired. At September 30, 2011 and December 31, 2010, there were no required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis.

4. Property, Plant and Equipment

		September 30,				December 31,
		2011				2010
		(Amounts in thousands)
Property, plant and equipment:
Construction in progress (1)		$	104,145			$	14,604
Lab and testing equipment			3,927				3,250
Leasehold improvement			2,418				2,194
Manufacturing, machinery and equipment			17,894				16,305
Computer equipment and software			473				347
Furniture and fixtures			134				143
Total property, plant and equipment			128,991				36,843
Less: accumulated depreciation			(3,489	)			(1,963	)
Net property, plant and equipment		$	125,502			$	34,880

Depreciation expense was $550,000 and $409,000 for the three months ended September 30, 2011 and 2010, respectively, and was $1.5 million and $998,000 for the nine months ended September 30, 2011 and 2010, respectively. Construction in progress as of September 30, 2011 and December 31, 2010 includes capitalized interest of $1.8 million and $118,000, respectively. The Company capitalized interest of $728,000 and $0, respectively, for the three-month periods ended September 30, 2011 and 2010, and $1.7 million and $0, respectively, for the nine-month periods ended September 30, 2011 and 2010.

5. Intangible Assets

Intangible assets consist of the following:

		September 30,				December 31,
		2011				2010
		(Amounts in thousands)
Intangible assets:
Purchased biomass conversion technology		$	2,599			$	2,599
Accumulated amortization			(665	)			(535	)
Purchased biomass conversion technology, net			1,934				2,064
Technology licenses			400				400
Accumulated amortization			(53	)			(38	)
Technology licenses, net			347				362
Intangible assets, net		$	2,281			$	2,426

Intangible asset amortization expense was $49,000 for the three months ended September 30, 2011 and 2010 and $145,000 for the nine months ended September 30, 2011 and 2010, respectively.

6. Long-Term Debt

Long-term debt consists of the following:

		September 30,				December 31,
		2011				2010
		(Amounts in thousands)
Long-term debt:
Equipment loans		$	3,366			$	3,710
Business loan			6,311				6,327
Mississippi Development Authority Loan			39,391				—
Less: unamortized debt discounts			(17,369	)			(520	)
Total debt, net of discount			31,699				9,517
Less: current portion			(2,617	)			(4,480	)
Long-term debt, net of discount		$	29,082			$	5,037

Mississippi Development Authority Loan

In March 2011, KiOR Columbus entered into a loan agreement with the Mississippi Development Authority, or MDA, pursuant to which the MDA has agreed to make disbursements to KiOR Columbus from time to time, in a principal amount not to exceed $75 million, to reimburse costs incurred by KiOR Columbus to purchase land, construct buildings and to purchase and install equipment for use in the manufacturing of the Company’s renewable crude oil and transportation fuels from Mississippi-grown biomass. Principal payments on the loan are due semiannually on June 30 and December 31 of each year, commencing on the earlier of (a) December 31, 2012 or (b) the next scheduled payment date that is at least six months after the Company commences commercial production of renewable crude oil from Mississippi-grown biomass at its initial-scale commercial production facility for sale to customers in the ordinary course of business. On each such payment date, the Company is required to pay an amount equal to the lesser of an amount sufficient to repay the total loan within (a) a period of time determined by the weighted-average life of the equipment being purchased with the proceeds thereof or (b) 20 years. Under the loan agreement, the Company committed to employing at least 30 employees, with aggregate salaries of at least $1.0 million, once the Company’s initial-scale commercial production facility is fully operational. In addition, the Company is required to pay the entire outstanding principal amount of the loan, together with all other applicable costs, charges and expenses no later than the date 20 years from the date of its first payment on the loan. The loan is non-interest bearing.

The loan agreement contains no financial covenants, and events of default include a failure by KiOR Columbus to make specified investments within Mississippi by December 31, 2015, including an aggregate $500.0 million investment in property, plant and equipment located in Mississippi and expenditures for wages and direct local purchases totaling $85.0 million. If an event of default occurs and is continuing, the MDA may accelerate amounts due under the loan agreement. The loan is secured by certain equipment, land and buildings of KiOR Columbus.

As of September 30, 2011, the Company had received $39.4 million of the Mississippi Development Authority Loan to reimburse the Company for expenses incurred on the construction of its initial-scale commercial production facility located in Columbus, Mississippi.

The non-interest bearing component of the Mississippi Development Authority Loan was intended to incentivize the Company to design, construct and operate its initial-scale commercial production facility in Columbus, Mississippi. The Company imputed interest on the Mississippi Development Authority Loan and determined the loan discount to be the difference between the face value of the loan and the discounted present value of the loan using an estimated market rate of 5.5%, with such rate based on interest bearing loans of a similar nature and terms. Of the $39.4 million in loan proceeds received through September 30, 2011, the Company estimated approximately $17.2 million was attributable to the non-interesting bearing component of the loan. Consequently, the Company recorded a discount on the Mississippi Development Authority Loan of $17.2 million and a reduction of the capitalized cost of the related assets for which the Company was reimbursed in the same amount. The loan discount is recognized as interest expense, subject to interest capitalization during the construction phase, using the effective interest method. As of September 30, 2011, $479,000 of the loan discount had been recognized as interest expense.

Equipment Loans

Equipment Loan #1 — On December 30, 2008, the Company entered into its first equipment loan agreement with Lighthouse Capital Partners VI, L.P. The loan agreement provides for advances at $100,000 minimum increments up to $5.0 million in the aggregate for purchases of equipment. All advances must have been funded no later than September 30, 2009. Each advance represents a separate loan tranche that is payable monthly over a three-year period from the date of issuance of the advance at an annual interest rate of 7.5%. In addition, at loan maturity, the Company is required to make a payment equal to 7.5% of the total principal on the loan, which is amortized over the life of the loan and included in interest expense on the Condensed Consolidated Statements of Operations. The loans were originally to mature at dates from March 2012 to October 2012, which dates were extended to January 2014 by the amendment described below.

During 2009, the Company borrowed all $5.0 million available under the loan. The loan tranches are collateralized by certain of the Company’s production pilot unit, lab equipment and office equipment valued at approximately $5.0 million.

Equipment Loan #2 — On March 17, 2010, the Company entered into a second equipment loan agreement with Silicon Valley Bank with total availability of $1.0 million, limited to two advances of at least $500,000 each. The full amount of the availability under the loan agreement was drawn down in a single advance of $1 million. The loan is payable monthly over a three-year period at an annual interest rate of 10%. The loan is collateralized by the equipment purchased with the advances at a cost of approximately $1.3 million.

Business Loan

On January 27, 2010, the Company entered into its first business loan agreement with Lighthouse Capital Partners VI, L.P. and Leader Lending, LLC for an amount of up to $7.0 million. Advances are payable monthly over a three-year period at an annual interest rate of 12% commencing on the date of the advance. In addition, at loan maturity, the Company is required to make a payment equal to 7.5% of the total amount drawn on the loan, which is amortized over the life of the loan and included in interest expense, net of amounts capitalized, on the Consolidated Statements of Operations.

During 2010, the Company borrowed the full $7.0 million under the loan agreement. The loan is collateralized by the Company’s assets not previously pledged as collateral on the equipment loans described above.

Amendments of Equipment and Business Loans

In February 2011 and April 2011, the Company amended Equipment Loan #1 and its Business Loan to waive certain covenant restrictions to allow the Company to enter into the Mississippi Development Authority Loan described above. In addition, the amendments provided for a deferral of principal payment for one year, included prepayment penalties and extended the maturities of the loans to January 2014. All other terms were unchanged. Interest during the principal deferral period is paid at 1% to 2.5% over the original stated interest rate and reverts to the original interest rate upon expiration of the deferral period. In connection with the amendments, the Company paid aggregate fees of $60,000 upon execution of the amendments and agreed to pay $240,000 upon maturity. In addition, the Company agreed to issue warrants to purchase $300,000 of securities issued in a next-round equity financing, if such equity financing of at least $35 million was completed prior to May 15, 2011. If such financing was not completed

prior to May 15, 2011, the Company agreed to issue warrants to purchase 61,200 shares of Series B Preferred Stock at an exercise price of $4.902 per share. The Series C convertible preferred stock issued in April 2011 in the aggregate amount of $55.0 million met the next-round equity financing requirement and, as a result, warrants to purchase 61,200 shares of Series C convertible preferred stock at an exercise price of $4.902 per share were issued in connection with the equipment and business loan amendments. The Company recorded a liability of $300,000 in connection with the warrants that were required to be issued. The warrants to purchase shares of Series C convertible preferred stock automatically converted into warrants to purchase 25,000 shares of Class A common stock upon the close of the Company’s initial public offering on June 29, 2011 using a conversion price of 80% of the IPO price (see Note 10 — Convertible Preferred Stock Warrants) and the warrant liability was reclassified to additional paid-in capital.

Convertible Promissory Note to Stockholder

On August 5, 2009, the Company entered into a non-interest bearing convertible promissory note agreement for $15.0 million (the “Note”), which included a beneficial conversion feature, with one of its stockholders, Khosla Ventures. The Note was a general unsecured obligation of the Company and was payable in full on August 4, 2011. Principal payments were not required prior to the maturity date. The Note was convertible into shares of the Company’s convertible preferred stock upon the occurrence of certain events. On April 16, 2010, the Note was converted into 5.2 million shares of Series B convertible preferred stock.

One of the triggering events enabling conversion of the Note into shares of the Company’s convertible preferred stock was met in April 2010. The triggering event was: if on or before the maturity date of the Note, the Company consummates a sale, or series of related sales, of its convertible preferred stock, pursuant to which the Company receives gross proceeds of at least $10.0 million, excluding any amounts as a result of conversion of the Note (a “Qualified Financing”), then simultaneously with the Qualified Financing, the principal balance then outstanding under the Note shall convert into the same class and series of convertible preferred stock sold in the Qualified Financing at a conversion price per share equal to 60% of the price per share paid by the investors in the Qualified Financing. The Company’s Series B convertible preferred stock issuance in April 2010 (see Note 9 — Convertible Preferred Stock) triggered this conversion option and the note holder subsequently exercised the right to convert.

In accordance with FASB ASC 470-20, Debt with Conversion and Other Options, the Company recorded a $10.0 million expense to beneficial conversion feature expense on the Consolidated Statement of Operations connected with the conversion of the Note into Series B convertible preferred stock. The $10.0 million reflects the value assigned to the beneficial conversion feature. The value of the beneficial conversion feature was not readily determinable upon issuance of the Note because the conversion feature was contingent upon the occurrence of a Qualified Financing transaction. Neither the timing nor value of such transaction could be estimated at the time the Note was issued. Therefore, the Company recorded the entire amount of the beneficial conversion feature to the condensed Consolidated Statements of Operations at the time the conversion occurred and value for the beneficial conversion feature could be determined.

7. Income Taxes

The effective tax rate for the nine months ended September 30, 2011 and 2010 was 0%.

At September 30, 2011 and December 31, 2010, the Company had a federal net operating loss carryforward balance of $29.1 million and $18.1 million, respectively. If unused, the net operating loss carryforwards begin expiring in 2028. The Company has a full valuation allowance of $35.9 million for its net deferred tax assets because the Company has incurred losses since inception. In addition, certain changes in the ownership of the Company could result in limitations on the Company’s ability to utilize the federal net operating loss carryforwards.

The Company’s only taxing jurisdiction is the United States (federal and state). The Company’s tax years 2007 to present remain open for federal examination.

8. Commitments and Contingencies

Litigation

From time to time, the Company may be subject to legal proceedings and claims that arise in the ordinary course of business. The Company is not a party to any material litigation or proceedings and is not aware of any material litigation or proceedings pending or threatened against it.

New Equipment Purchases

The Company has several contracts in place for the purchase of various manufacturing equipment related to the construction of its initial-scale commercial production facility in Columbus, Mississippi. These contracts are non-cancelable and payments are due at various intervals based on the progress of the assembly of the equipment. As of September 30, 2011, payments aggregating to $74.5 million are due at various times with the final payments due at time of completion, which is estimated to be in early 2012.

Commitments under the Mississippi Development Authority Loan

Under the Mississippi Development Authority Loan agreement, KiOR Columbus committed to make specified investments within Mississippi by December 31, 2015, including an aggregate $500.0 million investment in property, plant and equipment located in Mississippi and expenditures for wages and direct local purchases totaling $85.0 million. The Company is a parent guarantor for the payment of the outstanding balance under the loan. As of September 30, 2011, KiOR Columbus had $39.4 million in outstanding borrowings under the loan which are guaranteed by the Company.

9. Convertible Preferred Stock

Issuance of Series C Convertible Preferred Stock

In April 2011, the Company issued 11,219,908 shares of Series C convertible preferred stock for total consideration of $55.0 million. Each share of Series C convertible preferred stock had the same voting rights as Series B convertible preferred stock. The holders of the Series C convertible preferred stock were entitled to a dividend, if declared, on each such outstanding share in an amount at least equal to $.3921. Each share of Series C convertible preferred stock was convertible at the option of the holder at any time without payment of additional consideration into such number of fully paid and non-assessable shares of Class A common stock as would be determined by dividing the original issue price of the Series C convertible preferred stock by the Series C convertible preferred stock conversion price, which was initially equal to the original issue price of $4.902. Pursuant to the terms of the Series C convertible preferred stock, the conversion price was adjusted to 80% of the IPO price upon completion of the Company’s initial public offering.

At the date of issuance, the proceeds received for the Series C convertible preferred stock were less than the fair value of the Class A common stock that was issuable upon conversion at the effective conversion price of $4.902 per share, with such fair value as determined by management and the Board of Directors. As a result, the Series C convertible preferred stock contained a beneficial conversion feature which was required to be recognized as a reduction in net income attributable to common stockholders ratable over the conversion period. The conversion period was the period from the date of issuance until the earlier of the conversion of the Series C convertible preferred shares into Class A common shares or October 31, 2011. Upon completion of the Company’s initial public offering, the Series C convertible preferred stock was automatically converted to Class A common stock at 80% of the IPO price, or $12.00 per share. During the period from April 21, 2011 to June 29, 2011, the Company recognized a deemed dividend related to the beneficial conversion feature of Series C convertible preferred stock of $19.7 million. Since the adjusted conversion price of 80% of the IPO price resulted in the Series C convertible preferred stock being converted into Class A common stock with a fair value that was less than the proceeds received for the Series C convertible preferred stock, no additional deemed dividends related to the beneficial conversion feature of Series C convertible preferred stock was required.

Issuance of Series A, Series A-1 and Series B Convertible Preferred Stock

During 2007 and 2008, the Company authorized 45.6 million shares of convertible preferred stock, of which 24.0 million shares were designated as Series A convertible preferred stock and 21.6 million shares were designated as Series A-1 convertible preferred stock. At incorporation in 2007, 14.4 million shares of Series A convertible preferred stock were issued under an agreement with Khosla Ventures for total consideration of $2.6 million, of which $1.4 million was paid at issuance and $1.2 million was paid on June 17, 2008. On June 17, 2008, the Company issued 9.6 million shares of Series A convertible preferred stock and 20.6 million shares of Series A-1 convertible preferred stock to Khosla Ventures for $1.8 million and $10.0 million, respectively. An additional 4.0 million shares of Series A-1 convertible preferred stock were authorized on December 31, 2009.

During 2010, the Company authorized 24.6 million shares of Series B convertible preferred stock. On April 16, 2010, 5.2 million of these shares were issued for total consideration of $25.0 million. An additional 5.2 million shares were issued to Khosla Ventures upon the conversion of the $15.0 million convertible promissory note. While no additional consideration was received from Khosla Ventures, the Company was required to record a $10.0 million charge to beneficial conversion feature expense on the Consolidated Statements of Operations, with regards to the Note, with an offset to additional paid in capital, to properly reflect the $25.0 million in total value of Series B convertible preferred stock issued to Khosla Ventures (See Note 6 — Long-Term Debt).

On May 3, 2010, an additional 5.0 million shares of the Series B convertible preferred shares were issued for total consideration of $25.0 million. On July 19, 2010, 9.2 million additional shares of Series B convertible preferred stock were issued for total consideration of $45.0 million.

Upon the completion of the Company’s initial public offering, all convertible preferred shares were converted into common stock; accordingly, at September 30, 2011 there was not any preferred stock issued or outstanding. A summary of convertible preferred stock issued and outstanding at December 31, 2010 is as follows (amounts in thousands, except per share data):

		December 31, 2010
						Shares				Liquidation
		Shares				Issued and				Preference per				Liquidation				Carrying
		Authorized				Outstanding				Share				Amount				Value
Series A			24,000				24,000			$	0.183			$	4,380			$	4,360
Series A-1			25,600				20,572			$	0.487				10,008				10,024
Series B			24,500				24,480			$	4.902				120,001				120,000
Total			74,100				69,052							$	134,389			$	134,384

The convertible preferred stock was recorded at fair value on the dates of issuance, net of issuance costs. The convertible preferred stock was classified outside of stockholders’ equity because the shares contained liquidation features that were not solely within the control of the Company.

Rights, preferences and privileges of the convertible preferred stock

Voting — Each holder of Series A, Series A-1, Series B and Series C convertible preferred stock was entitled to cast 10 votes for every share of common stock into which the shares were convertible and to cast one vote for every share of Class A common stock into which the shares were convertible, as applicable, as of the record date for determining stockholders entitled to vote on such matters. Prior to conversion of the convertible preferred stock upon the completion of the Company’s initial public offering, holders of convertible preferred stock voted together with the holders of common stock and Class A common stock as a single class, except as required by law.

Dividends — The holders of shares of the convertible preferred stock were entitled to receive dividends prior and in preference to any declaration or payment of any dividend on the common stock or Class A common stock of the Company. The holders of the convertible preferred stock were to first receive a dividend on each such outstanding share of convertible preferred stock in an amount at least equal to the following (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the convertible preferred stock):

		Dividend
		Amount
		per share
Series A		$	0.01465
Series A-1		$	0.03890
Series B		$	0.39210
Series C		$	0.39210

Dividends on the convertible preferred stock were not cumulative and were to be paid when and if declared by the Board of Directors of the Company. No additional dividend was to be declared or paid with respect to any share of common stock or Class A common stock unless such dividend were also declared or paid on a pro rata basis with respect to all shares of convertible preferred stock.

Liquidation Preferences — In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the convertible preferred stock were entitled to be paid out of the assets of the Company available for distribution before any payment was made to the holders of Class A common stock or common stock, an amount per share equal to one times the convertible preferred stock original issue price (as defined in the table below) for each share of convertible preferred stock, plus any dividends declared but unpaid. Class A common stock and common stock had the same liquidation preference.

If, upon a liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to its stockholders were insufficient to pay the holders of the convertible preferred stock the full amount to which they are entitled, the holders of the convertible preferred stock were to share ratably in any distribution of the assets available for distribution in proportion to the respective amounts, which would otherwise be payable of the shares held.

		Original
		Issue Price(1)
Series A		$	0.183
Series A-1		$	0.487
Series B		$	4.902
Series C		$	4.902

Conversion — Each share of Series A and Series A-1 convertible preferred stock was convertible at any time without payment of additional consideration into such number of fully paid and non-assessable shares of common stock or, if all shares of common stock were converted into Class A common stock, Class A common stock as was determined by dividing the original issue price of the Series A or Series A-1 convertible preferred stock, as applicable, by the associated conversion price, which was initially equal to the original issue price. The conversion price was subject to adjustment upon issuance of additional shares of Class A common stock or common stock by the Company.

Each share of Series B convertible preferred stock was convertible at the option of the holder at any time without payment of additional consideration into such number of fully paid and non-assessable shares of Class A common stock as was determined by dividing the original issue price of the Series B convertible preferred stock by the Series B convertible preferred stock conversion price, which was initially equal to the original issue price. The conversion price was subject to adjustment upon issuance of additional shares of Class A common stock or common stock by the Company.

Each share of Series C convertible preferred stock was convertible at the option of the holder at any time without payment of additional consideration into such number of fully paid and non-assessable shares of Class A common stock as was determined by dividing the original issue price of the Series C convertible preferred stock by the Series C convertible preferred stock conversion price, which was initially equal to the original issue price. The conversion price was adjustable to 80% of the issuance price of the Company’s Class A common stock, if the Company completed an initial public offering of Class A common stock with aggregate proceeds greater than $50.0 million and at a price in excess of $4.902 per Class A common share by October 31, 2011.

In the event of liquidation, dissolution or winding up of the Company or a deemed liquidation event, the conversion rights would have terminated at the close of business on the last full day preceding the date fixed for the payment of any amounts distributable on such event to the holders of the convertible preferred stock.

The Company closed its initial public offering of 10,000,000 shares of Class A common stock at a price to the public of $15.00 per share on June 29, 2011. Upon the closing of the sale of shares of the Company’s Class A common stock to the public, all outstanding shares of the Series A and Series A-1 convertible preferred stock converted into 44.6 million shares of common stock on a 1-to-1 basis (which was renamed “Class B common stock” upon the completion of the Company’s initial public offering), (2) all outstanding shares of Series B convertible preferred stock were converted automatically into 24.5 million shares of Class A common stock on a 1-to-1 basis, and (3) all outstanding shares of Series C convertible preferred stock were converted automatically into 4.6 million shares of Class A common stock using a conversion price of 80% of the IPO price of $15.00 per share.

Redemption — Any shares of convertible preferred stock that would have been redeemed or otherwise acquired by the Company or any of its subsidiaries would have automatically and immediately cancelled and retired and could not be reissued, sold or transferred. Neither the Company nor any of its subsidiaries could have exercised any voting or other rights granted to the holders of the convertible preferred stock following redemption.

10. Convertible Preferred Stock Warrants

Warrants Issued in Connection with Equipment Loans

In connection with Equipment Loan #1 dated December 30, 2008, the Company issued warrants to purchase 411,312 shares of the Company’s Series A-1 convertible preferred stock at an exercise price of $0.487 per share. The agreement also required the Company to issue another set of warrants as part of the next round of equity financing to occur. With the issuance of Series B convertible preferred stock on April 16, 2010, the lenders of Equipment Loan #1 received warrants to purchase an additional 30,600 shares of the Company’s Series B convertible preferred stock at an exercise price of $4.902. Each set of warrants is exercisable upon issuance and expires eight years from the issuance date. The issuance date fair value of these warrants was estimated to be $155,000 and has been recorded as a reduction, or discount, to the carrying value of the loan. The discount is being amortized to interest expense over the term of the loan. The warrants were valued on the issuance date using the following assumptions: a risk-free interest rate of 1.14%, expected volatility of 72%, no expected dividend yield and a term of eight years.

In connection with Equipment Loan #2 dated March 25, 2010, the Company issued warrants to purchase 16,998 shares of the Company’s Series B convertible preferred stock at an exercise price of $2.941 per share. The warrants are exercisable upon issuance and expire ten years from the issuance date. The issuance date fair value of these warrants was estimated to be $42,000 and has been recorded as a reduction, or discount, to the carrying value of the loan. The discount is being amortized to interest expense over the term of the loan. The warrants were valued on the issuance date using the following assumptions: a risk-free interest rate of 0.50%, expected volatility of 98.8%, no expected dividend yield and a term of 10 years.

Warrants Issued in Connection with the Business Loan

In connection with the Business Loan dated January 27, 2010, the Company issued warrants to purchase 261,460 shares of the Company’s Series B convertible preferred stock at an exercise price of $2.941 per share. The warrants are exercisable upon issuance and expire seven years from the issuance date. The issuance date fair value of these warrants was estimated to be $623,000 and has been recorded as a reduction, or discount, to the carrying value of the loan. The discount is being amortized to interest expense over the term of the loan. The warrants were valued on the issuance date using the following assumptions: a risk-free interest rate of 0.50%, expected volatility of 98.8%, no expected dividend yield and a term of seven years.

Warrants Issued in Connection with Amendments of Equipment and Business Loan

In connection with the amendment to Equipment Loan #1 and the Company’s Business Loan, the Company agreed to issue warrants to purchase $300,000 of securities issued in a next-round equity financing, if such equity financing of at least $35 million was completed prior to May 15, 2011. If such financing was not completed prior to May 15, 2011, the Company agreed to issue warrants to purchase 61,200 shares of Series B convertible Preferred Stock at an exercise price of $4.902 per share. The Series C convertible preferred stock issued in April 2011 in the aggregate amount of $55.0 million met the next-round equity financing requirement and, as a result, warrants to purchase 61,200 shares of Series C convertible preferred stock at an exercise price of $4.902 per share were issued in connection with the equipment and business loan amendments. Upon execution of the loan amendments, but prior to issuance of the stock warrants, the Company recorded a liability of $300,000 and has been recorded as a reduction, or discount, to the carrying value of the loan. The discount is being amortized to interest expense over the term of the loan.

Convertible Preferred Stock Warrant Liability

Outstanding warrants to purchase shares of the Company’s convertible preferred stock were freestanding warrants that were subject to redemption and were therefore classified as liabilities on the Condensed Consolidated Balance Sheets at fair value. The initial liability recorded was adjusted for changes in fair value at each reporting date with an offsetting entry recorded as a component of other income (expense) in the Condensed Consolidated Statements of Operations. Upon conversion of the underlying convertible preferred stock, the warrants automatically converted into warrants to purchase the number of shares of Class A or Class B common stock into which the underlying preferred stock was convertible using the same exercise provisions, exercise prices and expiration dates as the warrants to purchase convertible preferred stock. Also, upon conversion, the warrants ceased to be subject to redemption and were reclassified to additional paid-in capital in stockholders’ deficit on the Condensed Consolidated Balance Sheets. The Company estimated the fair value of its convertible preferred stock warrants using the Black-Scholes option-pricing model.

Upon the close of the initial public offering on June 29, 2011, (1) warrants to purchase 411,312 shares of Series A-1 convertible preferred stock automatically converted into warrants to purchase an equivalent number of Class B common shares, (2) warrants to purchase 309,398 shares of Series B convertible preferred stock automatically converted into warrants to purchase an equivalent number of Class A common shares, and (3) warrants to purchase 61,200 shares of Series C convertible preferred stock automatically converted into warrants to purchase 25,000 shares of Class A common shares using a conversion price of 80% of the IPO price. The Company performed its final mark-to-market adjustment on the convertible preferred stock warrant liability on June 29, 2011, the date the initial public offering closed and the warrant liabilities became equity instruments. The related convertible preferred stock warrant liability of $10.4 million, of which $9.7 million related to warrants issued in connection with equipment and business loans and $0.7 million related to warrants issued in connection with amendments to equipment and business loans, at June 29, 2011 was reclassified to additional paid-in capital.

Convertible preferred stock warrant liability consisted of the following (see Note 11 — Stockholders’ Equity) (amounts in thousands, except per share data):

		Exercise				Shares as of								Fair Value as of
		Price per				September 30,				December 31,				September 30,				December 31,
Underlying Stock/Description		Share				2011				2010				2011				2010
Series A-1 convertible preferred stock		$	0.487				—				411			$	—			$	1,975
Series B convertible preferred stock		$	4.902				—				31				—				109
Series B convertible preferred stock		$	2.941				—				279				—				1,101
Total							—				721			$	—			$	3,185

The change in convertible preferred stock warrant liability is classified in “Loss from change in fair value of warrant liability” on the condensed consolidated statement of operations. The Company did not record a change for the three months ended September 30, 2011 due to the convertible preferred stock warrant liability being reclassified to additional paid-in-capital. The Company recorded a loss of $159,000 for the three months ended September 30, 2010 and a loss of $6.9 million and $2.4 million for the nine months ended September 30, 2011 and 2010, respectively.

11. Stockholders’ Equity

Classes of Common Stock

Common stock was renamed “Class B common stock” upon the completion of the Company’s initial public offering. Each share of Series A and Series A-1 convertible preferred stock was converted into Class B common stock and each share of Series B and C convertible preferred stock was converted into Class A common stock.

The holders of Class A common stock are entitled to one vote for each share of Class A common stock held. Class A common stockholders are entitled to receive dividends on an equal basis with the holders of Class B common stockholders. In no event may the Company authorize or issue dividends or other distributions on shares of Class B common stock payable in shares of Class B common stock without authorizing and issuing a corresponding and proportionate dividend or other distribution on shares of Class A common stock payable in shares of Class A common stock. Each holder of shares of Class B common stock is entitled to the number of votes equal to the whole number of shares of Class A Common Stock into which such shares of Class B common stock held by such holder

are convertible as of the record date for determining stockholders entitled to vote on such matter times ten. Each share of Class B common stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into one fully paid and nonassessable share of Class A common stock. Each share of Class B common stock will automatically, without any further action, convert into one (1) fully paid and nonassessable share of Class A common stock upon a transfer of such share, subject to certain exceptions.

Common Stock Warrants

As of December 31, 2010, the Company had warrants outstanding to purchase 157,424 shares of its Class A common stock at an exercise price of $0.09 per share. During the nine-month period ended September 30, 2011, warrants to purchase 130,000 shares were exercised at $0.09 per share for net proceeds received by the Company of $11,700. Also, during the nine-month period ended September 30, 2011, warrants to purchase 27,424 shares were exercised for 27,259 shares, net.

Upon the close of the initial public offering on June 29, 2011, (1) warrants to purchase 411,312 shares of Series A-1 convertible preferred stock automatically converted into warrants to purchase an equivalent number of Class B common shares, (2) warrants to purchase 309,398 shares of Series B convertible preferred stock automatically converted into warrants to purchase an equivalent number of Class A common shares, and (3) warrants to purchase 61,200 shares of Series C convertible preferred stock automatically converted into warrants to purchase 25,000 shares of Class A common shares using a conversion price of 80% of the IPO price. The Company performed a final mark-to-market adjustment on the convertible preferred stock warrant liability on June 29, 2011, the date the initial public offering closed and the warrant liabilities became warrants to purchase equity instruments. The related convertible preferred stock warrant liability of $10.4 million, of which $9.7 million related to warrants issued in connection with equipment and business loans and $0.7 million related to warrants issued in connection with amendments to equipment and business loans, at June 29, 2011 was reclassified to additional paid-in capital. See Note 10 — Convertible Preferred Stock Warrants.

As of September 30, 2011, warrants to purchase 78,540 shares were exercised for 65,943 shares, net, of Class A common shares, leaving the Company with warrants outstanding to purchase 255,858 shares of its Class A common shares at exercise prices of $2.941 or $4.902 per share and 411,312 shares of its Class B common stock at an exercise price of $0.487 per share.

12. Employee Benefit Plan

The Company has a 401(k) plan covering all of its U.S. employees. Effective May 1, 2010, the Company began matching 100% of the first 3% of individual employee contributions and 50% of the next 2% of individual employee contributions. New employees can immediately join the plan and participants immediately vest in employer matching contributions. Employer matching contributions under the plan totaled $119,400 and $63,200 for the three months ended September 30, 2011 and 2010 and $314,200 and $94,200 for the nine months ended September 30, 2011 and 2010, respectively.

13. Stock-Based Compensation

Amended and Restated 2007 Stock Option/Stock Issuance Plan

The Company established the 2007 Stock Option/Stock Issuance Plan (the “2007 Plan”) as a method to grant stock options, common stock and Class A common stock as an incentive to employees and nonemployees. The 2007 Plan, as originally approved, provided for a maximum of 10.2 million common shares to be granted to eligible employees, consultants and directors. On April 16, 2010, the 2007 Plan was amended such that the maximum number of common shares to be granted to eligible employees, consultants and directors was increased to 22.0 million. Options granted under the 2007 Plan are granted at an exercise price that approximates the fair market value of the stock at the time the option is granted. The stock options expire on the tenth anniversary of the date of grant. A portion of the stock options became exercisable upon issuance and the remaining stock options vested ratably over a five-year period. Shares of common stock or Class A common stock issued under the 2007 Plan were granted at the discretion of the 2007 Plan administrator and were either granted through the immediate purchase of such shares or as a bonus for services rendered to the Company. Options to purchase approximately 8.7 million shares of Class A common stock and options to purchase approximately 7.0 million shares of Class B common stock were outstanding as of September 30, 2011 under the 2007 Plan. Options to purchase approximately 9.8 million shares of Class B common stock and options to purchase approximately 5.6 million shares of Class A common stock were outstanding as of December 31, 2010. The company issued restricted stock in June 2011 under the 2007 Plan. Approximately 915,000 unvested restricted shares were outstanding at September 30, 2011 under the 2007 Plan. The shares are issuable to employees, directors and consultants upon having satisfied the necessary service conditions to earn the rights to the shares. The restricted shares have graded vesting in the range of four to five years. The fair value of all option grants is estimated using the Black-Scholes model.

In March 2011, the Company amended the 2007 Plan to allow the 2007 Plan Administrator to set the exercise price of any stock option grants under the 2007 Plan, even if such exercise price did not correspond with the fair value of the underlying common stock, provided that such grants at the grant date contained conditions of vesting and exercise for termination of services in compliance with Section 409A of the Internal Revenue Code. Concurrent with the 2007 Plan amendment, the Company issued options to purchase an aggregate of 2,428,262 shares of Class A common stock at $1.98 per share to three senior executives. The options vest 100% at the end of five years of service and expire on December 31, 2016. The options were valued at $6.02 on the grant date.

Stock-Based Compensation Expense

Stock-based compensation expense related to options and restricted stock granted was allocated to research and development expense and sales, general and administrative expense as follows (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
Research and development		$	247			$	142			$	466			$	192
Sales, general and administrative			1,340				316				4,321				422
Total stock-based compensation expense		$	1,587			$	458			$	4,787			$	614

No income tax benefit has been recognized relating to stock-based compensation expense and no tax benefits have been realized from exercised stock options.

Stock option activity for the Company under the 2007 Plan was as follows:

						Weighted				Weighted
						Average				Average				Aggregate
						Exercise				Remaining				Intrinsic
		Shares				Price				Life (Years)				Value
		(In thousands)												(In thousands)
Outstanding at December 31, 2010			15,408			$	0.74
Options Granted			3,200				5.12
Exercised			(1,460	)			0.09
Forfeited			(2,131	)			2.59
Outstanding at September 30, 2011			15,017			$	1.51				7.9			$	288,712
Exercisable			5,663			$	0.75				8.1			$	113,171

There were no options granted during the quarter ended September 30, 2011 under the 2007 Plan. The weighted-average grant-date fair value of options granted during the quarter ended September 30, 2010 was $0.88, and for the nine months ended September 30, 2011 and 2010 was $7.13 and $0.68, respectively. The total intrinsic value of options exercised during the three and nine months ended September 30, 2011 was $26,000 and $2.8 million, respectively. There remains $22.4 million in unrecognized stock-based compensation cost that is expected to be recognized over a weighted-average period of 3.3 years.

The weighted average assumptions used to value stock option grants under the 2007 Plan for the three and nine months ended September 30, 2011 and 2010 are as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2011				2010				2011				2010
Expected volatility			—	%			98.80	%			83.15	%			107.97	%
Risk-free interest rate			—	%			0.50	%			2.12	%			0.57	%
Dividend yield			—	%			—	%			—	%			—	%
Expected term (in years)			—				1.4				5.70				1.5

The Company has never paid dividends and does not expect to pay dividends. The risk-free interest rate was based on the market yield currently available on United States Treasury securities with maturities approximately equal to the option’s expected term. Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The simplified method was used to calculate the expected term. Historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term, as the Company is a development stage company and fair market value of shares granted changed from the Company’s historical grants as a result of its initial public offering in June 2011. The expected volatility was based on the historical stock volatilities of several comparable publicly-traded companies over a period equal to the expected terms of the options, as the Company does not have a long trading history to use to estimate the volatility of its own common stock.

Restricted stock activity for the Company under the 2007 Plan was as follows:

						Weighted-
		Number of				Average
		Shares				Grant-Date
		(In thousands)				Fair Value
Nonvested—December 31, 2010			—			$	—
Granted			1,623				15.00
Vested			—				—
Canceled or forfeited			(708	)			15.00
Nonvested—September 30, 2011			915			$	15.00

As of September 30, 2011, there was $13.7 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of 4.4 years.

Common Stock Subject to Repurchase — In accordance with the stock option agreements between the Company and the holders of options to purchase shares of its common stock, option holders may exercise their options prior to vesting. The Company has the right to repurchase, at the lower of the original purchase price or the then current fair market value, any unvested (but issued) common shares upon termination of service of the option holder. The consideration received for an exercise of an unvested option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The shares and liability are reclassified into equity on a ratable basis as the award vests. As of September 30, 2011 and December 31, 2010, there were no shares outstanding subject to repurchase by the Company.

Stock Grants — In March 2010, the Board of Directors of the Company authorized the issuance of 896,000 shares of common stock to the Company’s chief executive officer in lieu of a cash bonus. The shares were valued at $81,000 and were fully vested at the time of issuance and recorded as stock-based compensation expense.

Following the effectiveness of the Company’s 2011 Long-Term Incentive Plan described below, no further awards will be made under the 2007 Plan.

2011 Long-Term Incentive Plan

In May 2011, the Company’s Board of Directors adopted, and the Company’s stockholders subsequently approved, the Company’s 2011 Long-Term Incentive Plan (the “2011 Plan”), which became effective upon the completion of the Company’s initial public offering. The 2011 Plan provides for a maximum of approximately 10.2 million Class A common shares to be granted to eligible employees, consultants, and directors. Under the 2011 Plan, the compensation committee of the Board of Directors may grant awards in the form of stock options, stock appreciation rights, restricted or unrestricted shares of Class A common stock, units denominated in Class A common stock, cash and performance units representing the right to receive Class A common stock upon the attainment of certain performance goals. Any of the above awards may be subject to the attainment of one or more performance goals.

Stock option activity for the Company under the 2011 Plan was as follows:

						Weighted				Weighted
						Average				Average				Aggregate
						Exercise				Remaining				Intrinsic
		Shares				Price				Life (Years)				Value
		(In thousands)												(In thousands)
Outstanding at December 31, 2010			—			$	—
Options Granted			222				14.74
Exercised			—				—
Forfeited			—				—
Outstanding at September 30, 2011			222			$	14.74				10.0			$	1,334

The weighted-average grant-date fair value of options granted under the 2011 Plan during the quarter and nine months ended September 30, 2011 was $10.30. There is a remaining $2.3 million in unrecognized stock-based compensation cost that is expected to be recognized over a weighted-average period of 4.8 years. The fair value of the options granted under the 2011 Plan was calculated using the following assumptions: (1) expected volatility of 80.5%, (2) risk-free interest rate of 1.16%, (3) dividend yield of 0%, and (4) expected term of 6.3 years.

The Company has never paid dividends and does not expect to pay dividends. The risk-free interest rate was based on the market yield currently available on United States Treasury securities with maturities approximately equal to the option’s expected term. Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The simplified method was used to calculate the expected term. Historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term, as the Company is a development stage company and fair market value of shares granted changed from the Company’s historical grants as a result of its initial public offering in June 2011. The expected volatility was based on the historical stock volatilities of several comparable publicly-traded companies over a period equal to the expected terms of the options, as the Company does not have a long trading history to use to estimate the volatility of its own common stock.

Restricted stock activity for the Company under the 2011 Plan was as follows:

						Weighted-
		Number of				Average
		Shares				Grant-Date
		(In thousands)				Fair Value
Nonvested—December 31, 2010			—			$	—
Granted			161				15.01
Vested			—				—
Canceled or forfeited			—				—
Nonvested—September 30, 2011			161			$	15.01