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Description of Business
9 Months Ended
Sep. 30, 2013
Description of the Business [Abstract]  
Description of the Business
Description of the Business

Spire Corporation ("Spire" or the "Company") and its subsidiaries along with its variable interest entity develop, manufacture and market highly-engineered products and services in two principal business areas: (i) capital equipment for the photovoltaic solar industry and (ii) biomedical, through its variable interest entity, N2 Biomedical LLC ("N2 Bio"), generally bringing to bear expertise in materials technologies, surface science and thin films across both business areas, discussed below. See "Recent Developments" below.

In the photovoltaic solar area, the Company develops, manufactures and markets specialized equipment for the production of terrestrial photovoltaic modules from solar cells.  The Company's equipment has been installed in approximately 200 factories in 50 countries.  The equipment market is very competitive with major competitors located in the U.S., Japan and Europe.  The Company's flagship product is its Spi-Sun simulator which tests module performance.  The Company's other product offerings include turn-key module lines and to a lesser extent other individual equipment.  To compete the Company offers other services such as training and assistance with module certification.  The Company also provides turn-key services to its customers to backward integrate to solar cell manufacturing.

In the biomedical area, through its variable interest entity, N2 Bio, the Company provides value-added surface treatments to manufacturers of orthopedic and other medical devices that enhance the durability, antimicrobial characteristics or other material characteristics of their products; and performs sponsored research programs into practical applications of advanced biomedical technologies. See "Recent Developments" below.

Recent Developments

As previously disclosed, in September 2013, the Company sold its biomedical business (the “Bio Business Unit”) to N2 Bio. The purchase price for the Bio Business Unit was $10.5 million plus the assumption of liabilities of approximately $100 thousand, with $6.0 million paid in cash at closing, a $2.4 million subordinated convertible promissory note (the “N2 Note”), and 310,549 Series A Preferred Units of N2 (the “N2 Units”) valued at approximately $2.1 million. See Note 13 to the unaudited condensed consolidated financial statements.

On October 10, 2014, in order to increase working capital, eliminate significant unpaid rent obligations and substantially reduce future rent obligations, the Company entered into a series of agreements with Roger G. Little, Chairman of the Board of Directors of the Company, and SPI-Trust, a trust of which Mr. Little is the sole trustee and principal beneficiary (the “Transactions”). SPI-Trust is the owner of the building in Bedford, MA in which the Company leases its space. Under the lease prior to the amendment discussed below (the “Bedford Lease”), the Company leased 117 thousand square feet of space at a rate of $16.50 per square foot on a triple net basis, whereby the tenant is responsible for operating expenses, taxes and maintenance of the building, with annual increases of $0.50 per square foot. The Bedford Lease expires on November 30, 2017.

In connection with the Transactions, the Company entered into the following agreements:

1.A Note Purchase and Assignment Agreement with Mr. Little pursuant to which the Company sold the N2 Note to Mr. Little in exchange for (i) $1.5 million in cash and (ii) the forgiveness of $200 thousand of compensation owed by the Company to Mr. Little. In addition, as part of the transaction, Mr. Little was issued a five-year warrant to purchase 1.0 million shares of common stock of the Company for an exercise price per share of $0.276 (representing 120% of the closing price of the common stock on such date).

2.An Equity Ownership Interest Transfer Agreement with SPI-Trust pursuant to which the Company sold the N2 Units to SPI-Trust in exchange for (i) the forgiveness of approximately $1.9 million in unpaid rent for the period from October 1, 2013 through October 31, 2014 and (ii) the agreement to enter into an amendment to the Bedford Lease, as described below.

3.The Third Amendment to Lease Agreement with SPI-Trust pursuant to which the Bedford Lease was amended to, among other things, (i) reduce the leased portion of the premises to 86 thousand square feet of space, effective November 1, 2014, (ii) provide that for the period commencing November 1, 2014 and running through and including July 31, 2015, the Company shall not be required to pay any base rent, (iii) provide that for the period commencing on August 1, 2015 and running through and including January 31, 2016, base rent under the Bedford Lease shall be $5.00 per square foot and (iv) provide that for the period commencing on February 1, 2016 and running through the end of the term (November 30, 2017), base rent under the Bedford Lease shall be $10.00 per square foot. In addition, SPI-Trust can terminate the Bedford Lease upon 6 months’ prior written notice, provided that the Bedford Lease cannot be terminated prior to July 31, 2015.

As of the result of the Transactions, and as of the date these Transactions closed, it is expected that the Company will no longer have a variable interest in the variable interest entity, N2 Bio, and, accordingly, the Company will no longer be required to consolidate the assets, liabilities and results of operations of N2 Bio into the Company's financial statements.

Liquidity

Operating results will depend upon revenue growth or decline and product mix, as well as the timing of shipments of higher priced products from the Company's solar equipment line.  Export sales, which amounted to 39% and 40% of net sales and revenues for the three and nine months ended September 30, 2014, respectively, and 27% and 31% of net sales and revenues for the three and nine months ended September 30, 2013, respectively, continue to constitute a significant portion of the Company's net sales and revenues.

The Company has incurred losses from operations.  Losses from operations were $0.9 million and $4.5 million for the three and nine months ended September 30, 2014, respectively. Losses from operations were $2.2 million and $6.6 million for the three and nine months ended September 30, 2013, respectively. Net cash used in operating activities was $1.9 million for the nine months ended September 30, 2014. Net cash used in operating activities was $3.7 million for the nine months ended September 30, 2013, which includes $150 thousand of cash used in operating activities of discontinued operations. As of September 30, 2014, the Company had unrestricted cash and cash equivalents of $722 thousand compared to $4.0 million as of December 31, 2013.  The Company's credit facilities with Silicon Valley Bank expired on April 30, 2014 and were not renewed, and the Company has repaid the outstanding amounts. These factors raise substantial doubt about the Company's ability to continue as a going concern. Our current cash resources, coupled with lack of financing, delays in shipments of certain products, the corresponding delay in receipt of expected revenue from such products, and the imposition of stricter payment terms from certain of our suppliers, have added additional constraints on our liquidity and operations. Accordingly, the Company cannot provide any assurances of its continued operations and liquidity.

The Company continues to explore various alternatives on how to fund future operational losses and working capital needs, including but not limited to sales of equity, bank debt, private lenders, the sale or license of assets and technology, or joint ventures involving cash infusions, as it has done in the past; however, there are no assurances that the Company will be able to sell equity, obtain or access bank debt or alternative financing, sell or license assets or technology or enter into such joint ventures on a timely basis and at appropriate values or on acceptable terms, if at all.  The Company has developed several plans including potential strategic alternatives, cost reduction efforts, expanding revenue in other markets and has implemented certain payroll savings plans to offset a decline in business due to global economic conditions.  The Company's inability to successfully implement its cost reduction strategies, expand revenue in other markets or to replace its expired credit facilities, could adversely impact the Company's ability to continue as a going concern.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.