The following information should be read in conjunction with the unaudited
financial information and the notes thereto included in this Quarterly Report on
Form 10-Q and the audited financial information and the notes thereto included
in the Annual Report on Form 10-K for the year ended December 31, 2020, filed
with the U.S. Securities and Exchange Commission (SEC) on March 12, 2021, which
we refer to as the Annual Report.

Certain matters discussed in this Quarterly Report on Form 10-Q may be deemed to
be forward-looking statements that involve risks and uncertainties. We make such
forward-looking statements pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and other federal securities laws. In
this Quarterly Report on Form 10-Q, words such as "may," "will," "anticipate,"
"estimate," "expects," "projects," "intends," "plans," "believes" and similar
expressions (as well as other words or expressions referencing future events,
conditions or circumstances) are intended to identify forward-looking
statements.

Our actual results and the timing of certain events may differ materially from
the results discussed, projected, anticipated, or indicated in any
forward-looking statements. We caution you that forward-looking statements are
not guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and the development of the industry in which
we operate may differ materially from the forward-looking statements contained
in this Quarterly Report on Form 10-Q. In addition, even if our results of
operations, financial condition and liquidity, and the development of the
industry in which we operate are consistent with the forward-looking statements
contained in this Quarterly Report on Form 10-Q, they may not be predictive of
results or developments in future periods.

The following information and any forward-looking statements should be considered in light of factors discussed elsewhere in this Quarterly Report on Form 10-Q and under "Risk Factors" in Item 1A of the Annual Report.



We caution readers not to place undue reliance on any forward-looking statements
made by us, which speak only as of the date they are made. We disclaim any
obligation, except as specifically required by law and the rules of the SEC, to
publicly update or revise any such statements to reflect any change in our
expectations or in events, conditions or circumstances on which any such
statements may be based, or that may affect the likelihood that actual results
will differ from those set forth in the forward-looking statements.

You should read the following discussion and analysis of financial condition and
results of operations together with Part I Item 1 "Financial Statements," which
includes our financial statements and related notes, elsewhere in this Quarterly
Report on Form 10-Q.

Investors and others should note that we routinely use the Investors section of
our website to announce material information to investors and the marketplace.
While not all of the information that we post on the Investors section of our
website is of a material nature, some information could be deemed to be
material. Accordingly, we encourage investors, the media, and others interested
in us to review the information that we share on the Investors section of our
website, https://www.aerogel.com.

Overview



We design, develop and manufacture innovative, high-performance aerogel
insulation used primarily in the energy infrastructure and building materials
markets. We believe our aerogel blankets deliver the best thermal performance of
any widely used insulation product available on the market today and provide a
combination of performance attributes unmatched by traditional insulation
materials. Our end-use customers select our products where thermal performance
is critical and to save money, improve resource efficiency, enhance
sustainability, preserve operating assets and protect workers.

Our insulation is used by oil producers and the owners and operators of refineries, petrochemical plants, liquefied natural gas facilities, power generating assets and other energy infrastructure. Our Pyrogel and Cryogel product lines have undergone rigorous technical validation by industry leading end-users and achieved significant market adoption.



We are also actively developing a number of promising aerogel products and
technologies for the electric vehicle market. We have developed and are
commercializing our proprietary line of PyroThin thermal barriers for use in
lithium-ion batteries in electric vehicles. Our PyroThin product is an
ultra-thin, lightweight and flexible thermal barrier designed with other
functional layers to impede the propagation of thermal runaway across multiple
lithium-ion battery system architectures. Our thermal barrier technology is
designed to offer a unique combination of performance attributes that enable
electric vehicle manufacturers to achieve critical safety goals without
sacrificing driving range. In addition, we are seeking to leverage our patented
carbon aerogel technology to develop industry-leading battery materials for
lithium-ion battery systems. These battery materials have the potential to
enable an increase in the drive range of electric vehicles.

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The commercial potential for our PyroThin thermal barriers and our carbon aerogel battery materials in the electric vehicle market is significant. Accordingly, we are planning to hire additional personnel, incur additional operating expenses, and incur capital expenditures to expand manufacturing capacity, build an automated thermal barrier fabrication operation, enhance research and development resources and construct a battery materials facility, among other items.



We also derive product revenue from a number of other end markets, including the
building materials market. Customers in these markets use our products for
applications as diverse as wall systems, military and commercial aircraft,
trains, buses, appliances, apparel, footwear and outdoor gear. As we continue to
enhance our aerogel technology platform, we believe we will have additional
opportunities to address high-value applications in the global insulation
market, the electric vehicle market and in a number of new, high-value markets.

We generate product revenue through the sale of our line of aerogel blankets and
thermal barriers. We market and sell our products primarily through a sales
force based in North America, Europe and Asia. The efforts of our sales force
are supported by a small number of sales consultants with extensive knowledge of
a particular market or region. Our sales force is responsible for establishing
and maintaining customer and partner relationships, delivering highly technical
information and ensuring high-quality customer service.

Our salespeople work directly with end-use customers and engineering firms to
promote the qualification, specification and acceptance of our products. We also
rely on an existing and well-established channel of qualified insulation
distributors and contractors in more than 50 countries around the world to
ensure rapid delivery of our products and strong end-user support.

We also perform research services under contracts with various agencies of the
U.S. government, including the Department of Defense and the Department of
Energy, and other institutions. We have decided to cease efforts to secure
additional funded research contracts and to wind down our existing contract
research activities. This decision reflected our desire to focus our research
and development resources on initiatives to improve the profitability of our
existing business and on efforts to develop new products and next-generation
technology with application in new, potentially high-value markets.

We manufacture our products using our proprietary technology at our facility in
East Providence, Rhode Island. We have operated the East Providence facility
since 2008 and have increased our annual capacity in phases through December 31,
2020 to approximately 55 million square feet of aerogel blankets. We are
currently engaged in an initiative, which we refer to as EP20, designed to
increase the capacity of the East Providence facility to approximately 60
million square feet of aerogel blankets by the end of 2021. In addition, we
anticipate that we will need to construct a state-of-the-art thermal barrier
fabrication operation, hire dedicated thermal barrier fabrication employees, and
increase our aerogel blanket manufacturing capacity to keep pace with the
significant potential demand for our PyroThin thermal barriers. Accordingly, we
are planning a significant expansion of our aerogel capacity prior to the end of
2023. The expected elements of the expansion plan will include the size of the
required capacity expansion, the selection of an optimal manufacturing site for
the expansion, and a detailed timeline for the construction and operation of the
facility.

We have entered into three contracts with a major U.S. automotive original
equipment manufacturer to supply fabricated, multi-part thermal barriers for use
in the battery system of its next-generation electric vehicles. Pursuant to the
contracts, we are obligated to supply the barriers at fixed annual prices and at
volumes to be specified by the customer up to a daily maximum quantity through
the respective term of the agreements, one of which expires in 2026 and two of
which expire in 2034. While the customer has agreed to purchase from us its
requirement for the barriers at locations to be designated from time to time, it
has no obligation to purchase any minimum quantity of barriers under the
contracts. In addition, the customer may terminate the contracts any time and
for any or no reason. All other terms of the contracts are generally consistent
with the customer's standard purchase terms, including quality and warranty
provisions customary in the automotive industry.

We are engaged in a strategic partnership with BASF to develop and commercialize
products for the building materials and other markets. The strategic partnership
includes a supply agreement governing the exclusive sale of specified products
to BASF and a joint development agreement targeting innovative products and
technologies. BASF has no obligation to purchase any products under the supply
agreement. Pursuant to the supply agreement, BASF may, in its sole discretion,
make prepayments to us in the aggregate amount of up to $22.0 million during the
term of the agreement. We may repay the prepayments to BASF at any time in whole
or in part for any reason.

BASF made a prepayment to us of $5.0 million during 2018. As of January 1, 2019,
25.3% of any amounts that we invoice for Spaceloft A2 sold to BASF will be
credited against the outstanding balance of the 2018 prepayment. If any amount
of the 2018 prepayment remains uncredited at December 31, 2021, BASF may require
that we repay the uncredited amount following a six-week notice period. In
January 2019, BASF made an additional prepayment to us of $5.0 million. As of
January 1, 2020, 50% of any amounts that we invoice for a newly developed
product sold to BASF will be credited against the outstanding balance of the
2019 prepayment. After December 31, 2022, BASF may require that we credit 24.7%
of any amounts we invoice for Spaceloft A2 sold to

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BASF against the outstanding balance of the 2019 prepayment or may require that we repay the uncredited amount following a six-week notice period.



On March 12, 2021, we entered into an Amended and Restated Loan and Security
Agreement (Loan Agreement) with Silicon Valley Bank to extend the maturity date
of the revolving credit facility to April 28, 2022. Pursuant to the Loan
Agreement, we are permitted to borrow a maximum of $20.0 million, subject to
continued covenant compliance and borrowing base requirements. The interest rate
applicable to borrowings under the revolving credit facility is based on the
prime rate, as defined, subject to a minimum rate of 4.00% per annum. The rates
applicable to borrowings vary from prime rate plus 0.75% per annum to prime rate
plus 2.00% per annum. In addition, we are required to pay a monthly unused
revolving line facility fee of 0.50% per annum of the average unused portion of
the revolving credit facility. The credit facility has also been amended to
establish certain minimum Adjusted EBITDA and minimum Adjusted Quick Ratio
covenants, each as defined in the Loan Agreement.

On May 1, 2020, our wholly owned subsidiary, Aspen Aerogels Rhode Island, LLC
(Borrower), executed a note for an unsecured loan of $3.7 million pursuant to
the Paycheck Protection Program (PPP Loan) under the Coronavirus Aid, Relief,
and Economic Security Act (CARES Act), as amended, and administered by the U.S.
Small Business Administration (SBA). The Borrower conferred with representatives
of the SBA prior to finalizing the PPP Loan. The loan is unsecured, contains
customary events of default, carries an interest rate of 1% per year, and
matures on May 1, 2022. The Borrower may repay the loan at any time without
penalty. In addition, the Borrower is permitted at any time to submit an
application to extend the maturity of loan to May 1, 2025.

The Borrower may also choose to apply to have the PPP Loan forgiven in whole or
in part subject to SBA guidelines. The potential amount of forgiveness is based
on the Borrower's use of loan proceeds for payroll costs, mortgage interest
payments, rent and utility costs over either an eight-week or 24-week period
following receipt of the loan proceeds. The SBA may deny the loan forgiveness
application if the agency determines that the Borrower was ineligible for the
PPP Loan or any forgiveness criteria. As of June 30, 2021, the Borrower had not
applied for forgiveness.

Upon application, the Borrower may receive loan forgiveness in whole or in part.
In addition, the amount of potential loan forgiveness will be reduced if the
Borrower failed to maintain employee and salary levels during the applicable
eight-week or 24-week period following receipt of the loan proceeds. If the
Borrower applies for forgiveness, and the PPP Loan is not forgiven in whole or
in part, the Borrower will be required to begin to make payments of the
principal and accrued interest of the post-forgiveness balance outstanding in
equal monthly installments over the remaining term of the loan. If the Borrower
does not apply for forgiveness by August 19, 2021, the Borrower will be required
to make payments of principal and accrued interest in equal monthly installments
over the remaining term of the loan.

The Borrower used the proceeds of the PPP Loan to support ongoing operations and
to sustain staffing levels in the East Providence, Rhode Island manufacturing
facility despite the unfavorable impact the COVID-19 pandemic and volatile
energy markets had on its business.

On February 3, 2021, we entered into a supply agreement (Supply Agreement) with
Silbond Corporation (Silbond), for the purchase of certain silanes (Product).
Pursuant to the Supply Agreement, we agreed to purchase and Silbond agreed to
supply, all of our requirements for the Product through the term of the Supply
Agreement, which term ends on September 30, 2023, unless either party terminates
the agreement early pursuant to the terms of the Supply Agreement.

On June 29, 2021, we entered into a securities purchase agreement (Purchase
Agreement) with an affiliate of Koch Strategic Platforms (Purchaser). Pursuant
to the terms of the Purchase Agreement, we sold to the Purchaser an aggregate of
3,462,124 shares of our common stock at a purchase price equal to $21.663 per
share, for aggregate gross proceeds of approximately $75.0 million (the Private
Placement).

Our revenue for the six months ended June 30, 2021 was $59.8 million, which
represented an increase of $6.7 million, or 13%, from $53.1 million for the six
months ended June 30, 2020. Net loss for the six months ended June 30, 2021 was
$12.9 million and net loss per share was $0.46. Net loss for the six months
ended June 30, 2020 was $8.9 million and net loss per share was $0.34.

At present, we are not certain of the extent of the impact that the COVID-19
pandemic will continue to have on our business. Our manufacturing facility
remains operational and we have not encountered any significant disruption to
our supply chain or our ability to deliver to our customers.

In response to the COVID-19 pandemic, we have implemented and are following safe
practices recommended by public health authorities and other government
entities. We continue to focus on the safety and health of our employees,
customers and vendors. In addition, we have implemented various precautionary
measures, including remote work arrangements, restricted business travel and

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procedures for social distancing, face coverings and safe hygiene. We continue
to monitor public health guidance as it evolves and plan to adapt our practices
as appropriate. Refer to "Risk Factors" in Item 1A of the Annual Report for more
information concerning risks to our business associated with COVID-19.

Key Metrics and Non-GAAP Financial Measures



We regularly review a number of metrics, including the following key metrics, to
evaluate our business, measure our performance, identify trends affecting our
business, formulate financial projections and make strategic decisions.

Square Foot Operating Metric



We price our product and measure our product shipments in square feet. We
estimate our annual capacity was approximately 55 million square feet of aerogel
blankets at June 30, 2021. We believe the square foot operating metric allows us
and our investors to measure our manufacturing capacity and product shipments on
a uniform and consistent basis. The following chart sets forth product shipments
in square feet associated with recognized revenue, including revenue recognized
over time utilizing the input method, for the periods presented:



                                     Three Months Ended          Six Months Ended
                                          June 30,                   June 30,
                                      2021          2020         2021         2020
                                                   (In thousands)

Product shipments in square feet 9,870 7,317 18,514


  15,482


Adjusted EBITDA

We use Adjusted EBITDA, a non-GAAP financial measure, as a means to assess our
operating performance. We define Adjusted EBITDA as net income (loss) before
interest expense, taxes, depreciation, amortization, stock-based compensation
expense and other items, from time to time, which we do not believe are
indicative of our core operating performance. Adjusted EBITDA is a supplemental
measure of our performance that is not presented in accordance with U.S. GAAP.
Adjusted EBITDA should not be considered as an alternative to net income (loss)
or any other measure of financial performance calculated and presented in
accordance with U.S. GAAP. In addition, our definition and presentation of
Adjusted EBITDA may not be comparable to similarly titled measures presented by
other companies.

We use Adjusted EBITDA:

• as a measure of operating performance because it does not include the

impact of items that we do not consider indicative of our core operating

performance;

• for planning purposes, including the preparation of our annual operating


        budget;


    •   to allocate resources to enhance the financial performance of our
        business; and


  • as a performance measure used under our bonus plan.


We also believe that the presentation of Adjusted EBITDA provides useful
information to investors with respect to our results of operations and in
assessing the performance and value of our business. Various measures of EBITDA
are widely used by investors to measure a company's operating performance
without regard to items that can vary substantially from company to company
depending upon financing and accounting methods, book values of assets, capital
structures and the methods by which assets were acquired.

Although measures similar to Adjusted EBITDA are frequently used by investors
and securities analysts in their evaluation of companies, we understand that
Adjusted EBITDA has limitations as an analytical tool, and you should not
consider it in isolation or as a substitute for net income (loss), income (loss)
from operations, net cash provided by (used in) operating activities or an
analysis of our results of operations as reported under U.S. GAAP. Some of these
limitations are:

    •   Adjusted EBITDA does not reflect our historical cash expenditures or
        future requirements for capital expenditures or other contractual
        commitments;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our


        working capital needs;


  • Adjusted EBITDA does not reflect stock-based compensation expense;


                                       21

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    •   Adjusted EBITDA does not reflect our income tax expense or cash
        requirements to pay our income taxes;


    •   Adjusted EBITDA does not reflect our interest expense, or the cash
        requirements necessary to service interest or principal payments on our
        debt;

• although depreciation, amortization and impairment charges are non-cash

charges, the assets being depreciated, amortized or impaired will often

have to be replaced in the future, and Adjusted EBITDA does not reflect

any cash requirements for these replacements; and

• other companies in our industry may calculate EBITDA or Adjusted EBITDA

differently than we do, limiting their usefulness as a comparative

measure.




Because of these limitations, our Adjusted EBITDA should not be considered as a
measure of discretionary cash available to us to reinvest in the growth of our
business or as a measure of cash available for us to meet our obligations.

To properly and prudently evaluate our business, we encourage you to review the
U.S. GAAP financial statements included elsewhere in this Quarterly Report on
Form 10-Q, and not to rely on any single financial measure to evaluate our
business.

The following table presents a reconciliation of net loss, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA for the periods presented:





                                  Three Months Ended           Six Months Ended
                                       June 30,                    June 30,
                                   2021          2020         2021          2020
                                                  (In thousands)
Net loss                        $   (6,669 )   $ (5,698 )   $ (12,919 )   $ (8,867 )
Depreciation and amortization        2,104        2,562         4,742       

5,125

Stock-based compensation(1) 1,070 1,007 2,046

  1,999
Interest expense                        55           50           130          133
Adjusted EBITDA                 $   (3,440 )   $ (2,079 )   $  (6,001 )   $ (1,610 )




             (1) Represents non-cash stock-based compensation related
                 to vesting and modifications of stock option grants,
                 vesting of restricted stock units and vesting of
                 restricted common stock.


Our financial performance, including such measures as net income (loss),
earnings per share and Adjusted EBITDA, are affected by a number of factors
including volume and mix of aerogel products sold, average selling prices, our
material costs and manufacturing expenses, the costs associated with capacity
expansions and start-up of additional production capacity, and the amount and
timing of operating expenses. Accordingly, we expect that our net income (loss),
earnings per share and Adjusted EBITDA will vary from period to period.

During 2021, we are projecting growth in total revenue principally due to an
anticipated increase in maintenance-based demand in the petrochemical and
refinery market and growth in the European building materials market. We have
also announced a price increase to offset an increase in raw material costs
during 2021 that will contribute to revenue growth.

However, we intend to increase our investment in the electric vehicle market and
our aerogel technology platform in 2021. We will use this investment to
accelerate thermal barrier business development, to establish industry-leading
thermal barrier fabrication capability, to progress from the development phase
to the commercialization phase of our silicon-rich carbon aerogel battery
materials, and to identify additional high-value markets for our aerogel
technology, among other items. As a result, we expect to experience a decrease
in Adjusted EBITDA and an increase in net loss versus 2020.

Components of Our Results of Operations

Revenue



We recognize product revenue from the sale of our line of aerogel products and
research services revenue from the provision of services under contracts with
various agencies of the U.S. government and other institutions. Product and
research services revenue is recognized upon the satisfaction of contractual
performance obligations.

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We record deferred revenue for product sales when (i) we have delivered products
but other revenue recognition criteria have not been satisfied or (ii) payments
have been received in advance of the completion of required performance
obligations.

During 2021, we are projecting growth in total revenue principally due to an
anticipated increase in maintenance-based demand in the petrochemical and
refinery market and growth in the European building materials market. We have
also announced a price increase to offset an increase in raw material costs
during 2021 that will contribute to revenue growth.

Cost of Revenue

Cost of product revenue consists primarily of materials and manufacturing expense. Cost of product revenue is recorded when the related product revenue is recognized.



Material is our most significant component of cost of product revenue and
includes fibrous batting, silica materials and additives. Material costs as a
percentage of product revenue vary from product to product due to differences in
average selling prices, material requirements, product thicknesses and
manufacturing yields. In addition, we provide warranties for our products and
record the estimated cost within cost of revenue in the period that the related
revenue is recorded or when we become aware that a potential warranty claim is
probable and can be reasonably estimated. As a result of these factors, material
costs as a percentage of product revenue will vary from period to period due to
changes in the mix of aerogel products sold, the costs of our raw materials or
the estimated cost of warranties. We expect that material costs will increase in
absolute dollars due to projected growth in product shipments, but decrease as a
percentage of revenue during 2021 due to the impact of our 2021 price increase,
a projected favorable product mix and the impact of our bill of material cost
initiatives.

Manufacturing expense is also a significant component of cost of revenue.
Manufacturing expense includes labor, utilities, maintenance expense, and
depreciation on manufacturing assets. Manufacturing expense also includes
stock-based compensation for manufacturing employees and shipping costs. We
expect that manufacturing expense will increase in absolute dollars and as a
percentage of revenue during 2021 principally due to our plan to hire additional
personnel and incur additional manufacturing expenses to establish fabrication
operations in support of projected growth in PyroThin thermal barrier demand.

In total, we expect that cost of product revenue will increase in absolute dollars during 2021 versus 2020, but may increase or decrease modestly as a percentage of revenue versus 2020 depending on the level of revenue achieved during 2021.



Cost of research services revenue consists of direct labor costs of research
personnel engaged in the contract research, third-party consulting and
subcontractor expense, and associated direct material costs. This cost of
revenue also includes overhead expenses associated with project resources,
development tools and supplies. Cost of research services revenue is recorded
when the related research services revenue is recognized. In 2021, we expect
cost of research services revenue will decline as we wind down our existing
contract research activities.

Gross Profit



Our gross profit as a percentage of revenue is affected by a number of factors,
including the volume of aerogel products produced and sold, the mix of aerogel
products sold, average selling prices, our material and manufacturing costs,
realized capacity utilization and the costs associated with expansions and
start-up of production capacity. Accordingly, we expect our gross profit in
absolute dollars and as a percentage of revenue to vary significantly from
period to period.

During 2021, we project that gross profit will grow in absolute dollars versus
2020 due to projected growth in total revenue and a decrease in projected
material costs as a percentage of revenue, offset, in part, by an increase in
manufacturing expense. However, we expect that gross profit as a percentage of
revenue may increase or decrease modestly versus 2020 depending on the level of
revenue achieved during 2021.

Operating Expenses



Operating expenses consist of research and development, sales and marketing, and
general and administrative expenses. Operating expenses include personnel costs,
legal fees, professional fees, service fees, insurance premiums, travel expense,
facilities related costs and other costs, expenses and fees. The largest
component of our operating expenses is personnel costs, consisting of salaries,
benefits, incentive compensation and stock-based compensation. In any particular
period, the timing and extent of personnel additions or reductions, legal
activities, including patent enforcement actions, marketing programs, research
efforts and a range of similar activities or actions could materially affect our
operating expenses, both in absolute dollars and as a percentage of revenue.

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During 2021, we expect to hire additional personnel and incur additional
operating expenses to support the anticipated multi-year growth in our PyroThin
thermal barrier business. As a result, we expect that operating expenses will
increase in both absolute dollars and as a percentage of revenue during the
year. In the longer term, we expect that operating expenses will increase in
absolute dollars, but decrease as a percentage of revenue.

Research and Development Expenses



Research and development expenses consist primarily of expenses for personnel
engaged in the development of next-generation aerogel compositions, form factors
and manufacturing technologies. These expenses also include testing services,
prototype expenses, consulting services, trial formulations for new products,
equipment depreciation, facilities costs and related overhead. We expense
research and development costs as incurred. We expect to continue to devote
substantial resources to the development of new aerogel technologies, including
our carbon aerogel battery materials. We believe that these investments are
necessary to maintain and improve our competitive position. We also expect to
continue to invest in research and engineering personnel and the infrastructure
required in support of their efforts.

While we expect our research and development expenses will increase in absolute
dollars but decrease as a percentage of revenue in the longer term, in 2021 we
expect these expenses will increase in both absolute dollars and as a percentage
of revenue.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel costs, incentive
compensation, marketing programs, travel and related costs, consulting expenses
and facilities related costs.

We expect that sales and marketing expenses will increase in absolute dollars
during 2021 principally due to an increase in compensation associated with the
addition of personnel in support of our PyroThin thermal barrier business. In
the longer term, we expect that sales and marketing expenses will increase in
absolute dollars, but decrease as a percentage of revenue.

General and Administrative Expenses



General and administrative expenses consist primarily of personnel costs, legal
expenses, consulting and professional services, audit and tax consulting costs,
and expenses for our executive, finance, legal, human resources and information
technology organizations. General and administrative expenses have increased as
we have incurred additional costs related to operating as a publicly-traded
company, which include costs of compliance with securities, corporate governance
and related laws and regulations, investor relations expenses, increased
insurance premiums, including director and officer insurance, and increased
audit and legal fees.

We expect our general and administrative expenses to increase as we add general
and administrative personnel to support the anticipated growth of our business.
We also expect that the patent enforcement actions, described in more detail
under "Legal Proceedings" in Part II, Item 1 of this Quarterly Report on Form
10-Q, if protracted, could result in significant legal expense over the medium
to long-term. While we expect that our general and administrative expenses will
increase in absolute dollars but decrease as a percentage of revenue in the
longer term, in 2021 we expect such expenses will increase in both absolute
dollars and as a percentage of revenue.

Interest Expense, Net

Interest expense, net consists primarily of fees and interest expense related to our revolving credit facility.

Provision for Income Taxes



We have incurred net losses since inception and have not recorded benefit
provisions for U.S. federal income taxes or state income taxes since the tax
benefits of our net losses have been offset by valuation allowances due to the
uncertainty associated with the utilization of net operating loss carryforwards.

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Results of Operations

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

The following tables set forth a comparison of the components of our results of operations for the periods presented:



Revenue

                                               Three Months Ended June 30,
                                           2021                          2020                         Change
                                               Percentage                    Percentage
                                  Amount       of Revenue       Amount       of Revenue      Amount       Percentage
                                                                   ($ in thousands)
Revenue:
Product                          $ 31,490               99 %   $ 24,526              100 %   $ 6,964                28 %
Research services                     180                1 %        115                0 %        65                57 %
Total revenue                    $ 31,670              100 %   $ 24,641              100 %   $ 7,029                29 %


The following chart sets forth product shipments in square feet associated with
recognized revenue, including revenue recognized over time utilizing the input
method, for the periods presented:

                                            Three Months Ended June 30,                  Change
                                             2021                2020           Amount        Percentage
Product shipments in square feet (in
thousands)                                       9,870               7,317         2,553               35 %


Total revenue increased $7.1 million, or 29%, to $31.7 million for the three
months ended June 30, 2021 from $24.6 million in the comparable period in 2020.
The increase in total revenue was principally the result of an increase in
product revenue.

Product revenue increased by $7.0 million, or 28%, to $31.5 million for the
three months ended June 30, 2021 from $24.5 million in the comparable period in
2020. This increase was principally driven by growth in the petrochemical and
refinery markets, particularly in the United States, and growth in the European
building materials market, offset, in part, by a decrease in project-based
demand in the subsea and LNG markets.

Product revenue for the three months ended June 30, 2021 included $9.6 million
to a North American distributor and $3.7 million to a European LNG project
contractor. Product revenue for the three months ended June 30, 2020 included
$5.5 million to an Asian LNG project contractor, $3.1 million to a subsea
contractor and $2.4 million to a North American distributor.

The average selling price per square foot of our products decreased by $0.16, or
5%, to $3.19 per square foot for the three months ended June 30, 2021 from $3.35
per square foot for the three months ended June 30, 2020. The decrease in
average selling price principally reflected the impact of a change in the mix of
products sold. This decrease in average selling price had the effect of
decreasing product revenue by $1.6 million for the three months ended June 30,
2021 from the comparable period in 2020.

In volume terms, product shipments increased by 2.6 million square feet, or 35%,
to 9.9 million square feet of aerogel products for the three months ended
June 30, 2021, as compared to 7.3 million square feet for the three months ended
June 30, 2020. The increase in product volume had the effect of increasing
product revenue by $8.6 million for the three months ended June 30, 2021 from
the comparable period in 2020.

Research services revenue increased $0.1 million, or 57%, to $0.2 million for
the three months ended June 30, 2021 from $0.1 million in the comparable period
in 2020. The increase was due to the timing of research work performed.

Product revenue was 99% of total revenue for the three months ended June 30,
2021 and greater than 99% of total revenue for the three months ended June 30,
2020. Research services revenue was 1% of total revenue for the three months
ended June 30, 2021 and less than 1% of total revenue for the three months ended
June 30, 2020.

                                       25

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Cost of Revenue

                                                              Three Months Ended June 30,
                                                  2021                                            2020                                 Change
                                             Percentage       Percentage                     Percentage       Percentage
                                             of Related        of Total                      of Related        of Total
                                Amount        Revenue           Revenue         Amount        Revenue          Revenue        Amount       Percentage
                                                                                  ($ in thousands)
Cost of revenue:
Product                        $ 27,051               86 %              85 %   $ 21,761               89 %             88 %   $ 5,290               24 %
Research services                    39               22 %               0 %         29               25 %              0 %        10               34 %
Total cost of revenue          $ 27,090               86 %              86 %   $ 21,790               88 %             88 %   $ 5,300               24 %




Total cost of revenue increased $5.3 million, or 24%, to $27.1 million for the
three months ended June 30, 2021 from $21.8 million in the comparable period in
2020. The increase in total cost of revenue was primarily the result of an
increase in product cost of revenue.

Product cost of revenue increased by $5.3 million, or 24%, to $27.1 million for
the three months ended June 30, 2021 from $21.8 million in the comparable period
in 2020. The $5.3 million increase was the result of a $2.5 million increase in
material costs and a $2.8 million increase in manufacturing expense. The
increase in material costs was principally the result of the 2.6 million square
feet, or 35%, increase in total product shipments. The increase in manufacturing
expense was the result of increases in compensation and related expenses of $1.8
million, operating supplies of $0.4 million, maintenance costs of $0.3 million,
waste disposal costs of $0.2 million, utilities cost of $0.2 million and
professional services of $0.1 million, offset, in part, by a decrease in other
manufacturing expenses of $0.2 million.

Product cost of revenue as a percentage of product revenue decreased to 86%
during the three months ended June 30, 2021 from 89% during the three months
ended June 30, 2020. This decrease was principally the result of the decrease in
material costs as a percentage of revenue during the three months ended June 30,
2021.

Research services cost of revenue was less than $0.1 million for both the three months ended June 30, 2021 and 2020.



Gross Profit

                             Three Months Ended June 30,
                          2021                           2020                        Change
                               Percentage                   Percentage
                Amount         of Revenue      Amount       of Revenue      Amount       Percentage
                                                 ($ in thousands)
Gross profit   $   4,580                14 %   $ 2,851               12 %   $ 1,729               61 %




Gross profit increased $1.7 million, or 61%, to $4.6 million for the three
months ended June 30, 2021 from $2.9 million in the comparable period in 2020.
The increase in gross profit was the result of the $7.1 million increase in
total revenue, offset, in part, by the $5.3 million increase in total cost of
revenue. The increase in revenue was principally driven by growth in the
petrochemical and refinery markets, particularly in the United States, and
growth in the European building materials market, offset, in part, by a decrease
in project-based demand in the subsea and LNG markets. The increase in total
cost of revenue was the result of the $2.5 million increase in material costs
associated with 2.6 million square feet, or 35%, increase in total product
shipments and the $2.8 million increase in manufacturing expense during 2021.

Gross profit as a percentage of total revenue increased to 14% of total revenue
for the three months ended June 30, 2021 from 12% in the comparable period in
2020.

Research and Development Expenses



                                                  Three Months Ended June 30,
                                                2021                          2020                        Change
                                                     Percentage                  Percentage
                                      Amount         of Revenue      Amount      of Revenue       Amount       Percentage
                                                                       ($ in thousands)
Research and development expenses   $    2,609                 8 %   $ 2,121               9 %   $    488               23 %


                                       26

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Research and development expenses increased $0.5 million, or 23%, to $2.6
million for the three months ended June 30, 2021 from $2.1 million in the
comparable period in 2020. The $0.5 million increase reflects an increase in
compensation expense associated with the hiring of new employees to facilitate
our efforts to optimize our carbon aerogel battery materials and develop
next-generation aerogel compositions, form factors and manufacturing
technologies.

Research and development expenses as a percentage of total revenue decreased to
8% for the three months ended June 30, 2021 from 9% in the comparable period in
2020 as a result of revenue growth in the three months ended June 30, 2021.

Sales and Marketing Expenses

                                                 Three Months Ended June 30,
                                              2021                           2020                        Change
                                                   Percentage                   Percentage
                                    Amount         of Revenue      Amount       of Revenue       Amount       Percentage
                                                                      ($ in thousands)
Sales and marketing expenses       $   3,568                11 %   $ 2,972               12 %   $    596               20 %


Sales and marketing expenses increased by $0.6 million, or 20%, to $3.6 million
for the three months ended June 30, 2021 from $3.0 million in the comparable
period in 2020. The $0.6 million increase was the result of increases in
compensation and related costs of $0.7 million and other sales related costs of
$0.2, offset, in part, by a decrease in sales consultant expenses of $0.3
million.

Sales and marketing expenses as a percentage of total revenue decreased to 11%
for the three months ended June 30, 2021 from 12% in the comparable period in
2020 as a result of revenue growth in the three months ended June 30, 2021.

General and Administrative Expenses



                                                    Three Months Ended June 30,
                                                 2021                           2020                        Change
                                                      Percentage                   Percentage
                                       Amount         of Revenue      Amount       of Revenue      Amount       Percentage
                                                                        ($ in thousands)
General and administrative expenses   $   5,017                16 %   $ 3,406               14 %   $ 1,611               47 %


General and administrative expenses increased by $1.6 million, or 47%, to $5.0
million for the three months ended June 30, 2021 from $3.4 million in the
comparable period in 2020. The $1.6 million increase was the result of increases
in professional services expenses of $0.9 million, compensation and related
costs of $0.5 million, patent enforcement costs of $0.1 million and other
general and administrative expenses of $0.2 million, offset, in part, by a
decrease in the provision for uncollectible accounts of $0.1 million.

General and administrative expenses as a percentage of total revenue increased
to 16% for the three months ended June 30, 2021 from 14% in the comparable
period in 2020.

Interest Expense, net

                                                  Three Months Ended June 30,
                                              2021                            2020                        Change
                                                  Percentage                     Percentage
                                    Amount        of Revenue         Amount      of Revenue       Amount       Percentage
                                                                      ($ in thousands)
Interest expense, net              $    (55 )               0 %     $    (50 )             0 %   $     (5 )             10 %

Interest expense, net, consists primarily of fees and interest expense associated with our revolving credit agreement and was less than $0.1 million for both the three months ended June 30, 2021 and 2020.


                                       27

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Six months ended June 30, 2021 compared to the six months ended June 30, 2020

The following tables set forth a comparison of the components of our results of operations for the periods presented:



Revenue

                                                     Six Months Ended June 30,
                                               2021                             2020                          Change
                                                 Percentage of                    Percentage of
                                    Amount          Revenue          Amount          Revenue         Amount       Percentage
                                                                        ($ in thousands)
Revenue:
Product                            $ 59,546                 100 %   $ 52,833                 100 %   $ 6,713               13 %
Research services                       221                   0 %        227                   0 %        (6 )             (3 )%
Total revenue                      $ 59,767                 100 %   $ 53,060                 100 %   $ 6,707               13 %


The following chart sets forth product shipments in square feet for the periods
presented:



                                               Six Months Ended June 30,                   Change
                                               2021                2020           Amount        Percentage
Product shipments in square feet (in
thousands)                                        18,514              15,482         3,032               20 %


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Total revenue increased $6.7 million, or 13%, to $59.8 million for the six months ended June 30, 2021 from $53.1 million in the comparable period in 2020. The increase in total revenue was principally the result of an increase in product revenue.



Product revenue increased by $6.7 million, or 13%, to $59.5 million for the six
months ended June 30, 2021 from $52.8 million in the comparable period in 2020.
This increase was principally driven by growth in the petrochemical and refinery
markets, particularly in the United States, growth in the European building
materials market and an increase in project-based demand in the LNG market,
offset, in part, by a decrease in project-based revenue in the subsea market.

Product revenue for the six months ended June 30, 2021 included $17.0 million to
a North American distributor and $8.8 million to a European LNG project
contractor. Product revenue for the six months ended June 30, 2020 included
$10.1 million to an Asian LNG project contractor and $9.4 million to a North
American distributor.

The average selling price per square foot of our products decreased by $0.19, or
6%, to $3.22 per square foot for the six months ended June 30, 2021 from $3.41
per square foot for the six months ended June 30, 2020. The decrease in average
selling price principally reflected the impact of a change in the mix of
products sold for the six months ended June 30, 2021 from the comparable period
in 2020. This decrease in average selling price had the effect of decreasing
product revenue by $3.6 million for the six months ended June 30, 2021 from the
comparable period in 2020.

In volume terms, product shipments increased by 3.0 million square feet, or 20%,
to 18.5 million square feet of aerogel products for the six months ended
June 30, 2021, as compared to 15.5 million square feet for the six months ended
June 30, 2020. The increase in product volume had the effect of increasing
product revenue by $10.3 million for the six months ended June 30, 2021 from the
comparable period in 2020.

Research services revenue was $0.2 million for both the six months ended June 30, 2021 and June 30, 2020.



Product revenue was nearly 100% of total revenue for the six months ended June
30, 2021 and June 30, 2020. Research services revenue was less than 1% of total
revenue for the six months ended June 30, 2021 and June 30, 2020.

Cost of Revenue

                                                                    Six Months Ended June 30,
                                                       2021                                           2020                                 Change
                                                  Percentage       Percentage                    Percentage       Percentage
                                                  of Related        of Total                     of Related        of Total
                                     Amount        Revenue          Revenue         Amount        Revenue          Revenue        Amount       Percentage
                                                                                       ($ in thousands)
Cost of revenue:
Product                             $ 51,180               86 %             86 %   $ 44,160               84 %             83 %   $ 7,020               16 %
Research services                         51               23 %              0 %         69               30 %              0 %       (18 )            (26 )%
Total cost of revenue               $ 51,231               86 %             86 %   $ 44,229               83 %             83 %   $ 7,002               16 %


Total cost of revenue increased $7.0 million, or 16%, to $51.2 million for the
six months ended June 30, 2021 from $44.2 million in the comparable period in
2020. The increase in total cost of revenue was principally the result of an
increase in product cost of revenue.

Product cost of revenue increased $7.0 million, or 16%, to $51.2 million for the
six months ended June 30, 2021 from $44.2 million in the comparable period in
2020. The $7.0 million increase was the result of a $4.3 million increase in
material costs and a $2.7 million increase in manufacturing expense. The
increase in material costs was driven principally by the 3.0 million square
feet, or 20%, increase in product shipments. The increase in manufacturing
expense was the result of increases in compensation and related expenses of $1.6
million, operating supplies of $0.6 million, maintenance costs of $0.4 million
and other manufacturing expenses of $0.2 million, partially offset by a decrease
in professional services expenses of $0.1 million.

Product cost of revenue as a percentage of product revenue increased to 86%
during the six months ended June 30, 2021 from 84% during the six months ended
June 30, 2020. This increase was the result of the increase in material costs as
a percentage of revenue during the six months ended June 30, 2021.

Research services cost of revenue, consists primarily of costs associated with our fulfillment of our research services contracts and was less than $0.1 million for both the six months ended June 30, 2021 and 2020.


                                       29

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Gross Profit

                             Six Months Ended June 30,
                         2021                          2020                        Change
                             Percentage                   Percentage
                Amount       of Revenue      Amount       of Revenue      Amount       Percentage
                                                ($ in thousands)
Gross profit   $  8,536               14 %   $ 8,831               17 %   $  (295 )             (3 )%


Gross profit decreased $0.3 million, or 3%, to $8.5 million for the six months
ended June 30, 2021 from $8.8 million in the comparable period in 2020. The
decrease in gross profit was the result of the $7.0 increase in total cost of
revenue, offset, in part, by the $6.7 million increase in total revenue. The
increase in revenue was driven principally by the 20% increase in product
shipments. The increase in total cost of revenue was driven by the $4.3 million
increase in material costs and the $2.7 million increase in manufacturing
expense.

Gross profit as a percentage of total revenue decreased to 14% of total revenue for the six months ended June 30, 2021 from 17% in the comparable period in 2020.

Research and Development Expenses



                                                  Six Months Ended June 30,
                                               2021                         2020                        Change
                                                   Percentage                  Percentage
                                     Amount        of Revenue      Amount      of Revenue       Amount       Percentage
                                                                      ($ in thousands)
Research and development expenses   $   5,051                8 %   $ 4,348               8 %   $    703               16 %


Research and development expenses increased $0.7 million, or 16%, to $5.0 million for the six months ended June 30, 2021 from $4.3 million in the comparable period in 2020. The $0.7 million increase was the result of increases in compensation and related costs of $0.6 million and other research and development expenses of $0.1 million.

Research and development expenses as a percentage of total revenue was 8% for both the six months ended June 30, 2021 and 2020.

Sales and Marketing Expenses



                                                 Six Months Ended June 30,
                                             2021                          2020                        Change
                                                 Percentage                   Percentage
                                    Amount       of Revenue      Amount       of Revenue       Amount      Percentage
                                                                    ($ in thousands)
Sales and marketing expenses       $  6,869               11 %   $ 6,296               12 %   $    573               9 %


Sales and marketing expenses increased by $0.6 million, or 9%, to $6.9 million for the six months ended June 30, 2021 from $6.3 million in the comparable period in 2020. The $0.6 million increase was the result of increases in compensation and related expenses of $1.1 million and other sales related expenses of $0.2 million, offset, in part, by decreases in sales consultant costs of $0.4 million and travel related expenses of $0.3 million.



Sales and marketing expenses as a percentage of total revenue decreased to 11%
for the six months ended June 30, 2021 from 12% for the six months ended June
30, 2020.

General and Administrative Expenses



                                                    Six Months Ended June 30,
                                                2021                          2020                        Change
                                                    Percentage                   Percentage
                                       Amount       of Revenue      Amount       of Revenue      Amount       Percentage
                                                                       ($ in thousands)
General and administrative expenses   $  9,405               16 %   $ 6,921               13 %   $ 2,484               36 %


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General and administrative expenses increased by $2.5 million, or 36%, to $9.4
million during the six months ended June 30, 2021 from $6.9 million in the
comparable period in 2020. The $2.5 million increase was the result of an
increase in compensation and related expenses of $1.2 million, professional fees
of $1.2 million, and other general and administrative expenses of $0.5 million,
offset, in part, by decreases in the provision for uncollectible accounts of
$0.3 million and patent enforcement costs of $0.1 million.

General and administrative expenses as a percentage of total revenue increased
to 16% of total revenue for the six months ended June 30, 2021 from 13% during
the comparable period in 2020.

Interest Expense, net

                                                  Six Months Ended June 30,
                                             2021                           2020                           Change
                                                 Percentage                     Percentage
                                    Amount       of Revenue        Amount       of Revenue        Amount        Percentage
                                                                       ($ in thousands)
Interest expense, net              $   (130 )             (0 )%   $   (133 )             (0 )%   $       3               (2 )%

Interest expense, net, consists primarily of fees and interest expense associated with outstanding balances under our revolving credit agreement and was $0.1 million during both the six months ended June 30, 2021 and 2020.

Liquidity and Capital Resources

Overview



We have experienced significant losses and invested substantial resources since
our inception to develop, commercialize and protect our aerogel technology and
to build a manufacturing infrastructure capable of supplying aerogel products at
the volumes and costs required by our customers. These investments have included
research and development and other operating expenses, capital expenditures and
investment in working capital balances.

Through 2015, we experienced revenue growth and gained share in our target
markets. Despite a decline in revenue in 2016, 2017 and 2018, our financial
projections anticipated long-term revenue growth, increasing levels of gross
profit and improved cash flow from operations. To support this growth, we
initiated a plan in 2018 to increase the capacity of our East Providence, Rhode
Island manufacturing facility to approximately 60 million square feet of aerogel
blankets and currently expect to achieve this goal by the end of 2021. We may
incur additional capital expenditures to complete this plan in 2021.

We are also increasing our investment in the research and development of
next-generation aerogel products and technologies. During 2021, we will continue
to develop aerogel products and technologies for the electric vehicle market. We
believe the commercial potential for our technology in the electric vehicle
market is significant. Accordingly, we are planning to hire additional
personnel, incur additional operating expenses, build an automated thermal
barrier fabrication operation, and construct a carbon aerogel battery materials
facility, among other items.

In addition, we anticipate that we will need to increase our silica aerogel
blanket manufacturing capacity to keep pace with the significant potential
demand for our PyroThin thermal barriers. Accordingly, we are planning a
significant expansion of our aerogel capacity prior to the end of 2023. The
expected elements of the completed expansion plan will include the size of the
required capacity expansion, the selection of an optimal manufacturing site for
the expansion and a detailed timeline for the construction and operation of the
facility. We expect that we will incur a significant increase in capital
expenditures to build out the additional capacity and in operating expenses
associated with the start-up of the facility.

We took several actions during 2020 to increase the financial resources
available to support current operating requirements and capital expenditures. In
February 2020, we completed an underwritten public offering of our common stock
and received net proceeds of $14.8 million. In March 2020, we extended the
maturity of our revolving credit facility with Silicon Valley Bank to April 28,
2021. In May 2020, our wholly owned subsidiary, Aspen Aerogels Rhode Island,
LLC, received PPP Loan proceeds of $3.7 million under the CARES Act. During
November and December 2020, we also completed the sale of 714,357 shares of our
common stock at an average price of $13.96 per share through our at-the-market
(ATM) offering program with B. Riley Securities, Inc. as our sales agent and
received net proceeds of $9.5 million after deducting commissions $0.3 million
and offering expenses of approximately $0.2 million.

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During the six months ended June 30, 2021, we sold an additional 899,981 shares
of our common stock at an average price of $21.32 through the ATM offering
program and received net proceeds of $18.6 million. In addition, on June 29,
2021, we completed the Private Placement. We received net proceeds of $73.6
million from the Private Placement after deducting fees and offering expenses of
$1.4 million.

We believe that our existing cash balance and funds available under our revolving credit facility will be sufficient to support current operating requirements, current research and development activities and the initial capital expenditures required to support the evolving commercial opportunity in the electric vehicle market and other strategic business opportunities.



However, we plan to supplement our cash balance and available credit with equity
financings, debt financings, customer prepayments, or technology licensing fees
to provide the additional capital necessary to complete future capacity
expansions or to support evolving strategic business initiatives. We also intend
to extend or replace our revolving credit facility with Silicon Valley Bank
prior to its maturity.

Primary Sources of Liquidity



Our principal sources of liquidity are currently our cash and cash equivalents
and our revolving credit facility with Silicon Valley Bank. Cash and cash
equivalents consist primarily of cash and money market accounts on deposit with
banks. As of June 30, 2021, we had $102.3 million of cash and cash equivalents.

On February 18, 2020, we completed an underwritten public offering of 1,955,000
shares of our common stock at an offering price of $8.25 per share. We received
net proceeds of $14.8 million after deducting underwriting discounts and
commissions of $1.1 million and offering expenses of approximately $0.3
million.

On November 5, 2020, we entered into a sales agreement for an ATM offering
program under which we may sell up to $33,871,250 of our common stock through B.
Riley Securities as our sales agent. We are not obligated to sell any stock
under the sales agreement. We will pay B. Riley Securities a commission of 3.0%
of the gross sales proceeds of shares sold under the agreement. During 2020, we
sold 714,357 shares of our common stock through the ATM offering program and
received net proceeds of $9.5 million. During the six months ended June 30,
2021, we sold an additional 899,981 shares of our common stock through the
ATM offering program and received net proceeds of $18.6 million.

On June 29, 2021, we completed the Private Placement. We received net proceeds of $73.6 million after deducting fees and offering expenses of $1.4 million.



On May 1, 2020, our wholly-owned subsidiary, Aspen Aerogels Rhode Island, LLC
(Borrower) executed a note for a loan of $3.7 million pursuant to the PPP under
the CARES Act, as amended, and administered by the SBA. The loan is unsecured,
contains customary terms, including events of default, carries an interest rate
of 1% per year, and matures on May 1, 2022. The Borrower may repay the loan in
full at any time without penalty. In addition, the Borrower may apply to have
the maturity of loan extended to May 1, 2025.

The Borrower may apply to have the PPP Loan indebtedness forgiven in whole or in
part subject to SBA guidelines and based on the use of loan proceeds for payroll
costs, mortgage interest payments, rent and utility costs over either an
eight-week or 24-week period, at the Borrower's option, following its receipt of
the loan proceeds. The SBA may deny the Borrower's loan forgiveness application
if the agency determines that the Borrower was ineligible for the PPP Loan. As
of June 30, 2021, the Borrower had not applied for forgiveness.

If the Borrower applies for, but SBA denies forgiveness of the PPP Loan in whole
or in part, the Borrower will be required to make payments of the remaining
principal and accrued interest in equal monthly installments over the remaining
term of the loan. If the Borrower does not apply for forgiveness by August 19,
2021, the Borrower will be required to make payments of principal and accrued
interest in equal monthly installments over the remaining term of the loan.

We have maintained our revolving credit facility, as amended from time to time,
with Silicon Valley Bank since March 2011. On March 12, 2021, we amended and
restated our revolving credit facility with Silicon Valley Bank to extend the
maturity date of the revolving credit facility to April 28, 2022 and to
establish certain minimum Adjusted EBITDA and minimum Adjusted Quick Ratio
covenants. We intend to extend or replace the facility prior to its maturity.

Under our revolving credit facility, we may borrow a maximum of $20.0 million,
subject to continued covenant compliance and borrowing base requirements. The
interest rate applicable to borrowings under the revolving credit facility is
based on the prime rate,

                                       32

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as defined, subject to a minimum rate of 4.00% per annum. The rates applicable
to borrowings vary from prime rate plus 0.75% per annum to prime rate plus
2.00% per annum. In addition, we are required to pay a monthly unused revolving
line facility fee of 0.50% per annum of the average unused portion of the
revolving credit facility.

At June 30, 2021, we had no outstanding borrowings under our revolving credit
facility, $1.5 million of outstanding letters of credit secured by the revolving
credit facility, $3.7 million outstanding on the PPP Loan, and an obligation of
$9.7 million associated with prepayments received pursuant to our supply
agreement with BASF.

Under the revolving credit facility, we are required to comply with both
non-financial and financial covenants, including minimum Adjusted EBITDA and
Adjusted Quick Ratio covenants, as defined in the loan agreement. At June 30,
2021, we were in compliance with all such covenants.

The amount available to us under the revolving credit facility at June 30, 2021
was $7.9 million after giving effect to the $1.5 million of letters of credit
outstanding.

Analysis of Cash Flow

Net Cash Used in Operating Activities



During the six months ended June 30, 2021, we used $0.5 million in net cash in
operating activities, as compared to the use of $3.2 million in net cash during
the comparable period in 2020, a decrease in the use of cash of $2.7 million.
This decrease in use of cash was the result of a decrease in net cash used by
changes in operating assets and liabilities of $7.1 million, offset, in part, by
an increase in net loss adjusted for non-cash items of $4.4 million.

Net Cash Used in Investing Activities



Net cash used in investing activities is primarily related to capital
expenditures to support our growth. Net cash used in investing activities for
the six months ended June 30, 2021 and 2020 was $3.9 million and $2.0 million,
respectively, for capital expenditures primarily for machinery and equipment to
improve the capacity, throughput, efficiency and reliability of our East
Providence manufacturing facility.

Net Cash Provided by Financing Activities



Net cash provided by financing activities for the six months ended June 30, 2021
totaled $90.2 million and consisted of $73.6 million in net proceeds from the
Private Placement, $18.6 million in net proceeds from the ATM offering program,
and $0.7 million in proceeds from employee stock option exercises, offset, in
part, by $2.7 million in cash used for payments made for employee tax
withholdings associated with the vesting of restricted stock units.

Net cash provided by financing activities for the six months ended June 30, 2020
totaled $14.9 million and consisted of $19.4 million in borrowings under our
line of credit, $14.8 million in net proceeds from an underwritten public
offering of our common stock, $3.7 million in net proceeds from the issuance of
long-term debt, and $0.9 million in proceeds from employee stock option
exercises, offset, in part, by $22.6 million of repayments under our line of
credit and $1.3 million in cash used for payments made for employee tax
withholdings associated with the vesting of restricted stock units.

Off Balance Sheet Arrangements

Since inception, we have not engaged in any off balance sheet activities as defined in Item 303(a)(4) of Regulation S-K.

Contractual Obligations and Commitments

There have been no material changes to our contractual obligations and commitments as reported in our Annual Report.


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Recent Accounting Pronouncements

Information regarding new accounting pronouncements is included in note 2 to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates



Our financial statements are prepared in accordance with U.S. GAAP. The
preparation of our financial statements and related disclosures requires us to
make estimates, assumptions and judgments that affect the reported amount of
assets, liabilities, revenue, costs and expenses and related disclosures. We
believe that the estimates, assumptions and judgments involved in these
accounting policies have the greatest potential impact on our financial
statements and, therefore, we consider these to be our critical accounting
policies. Accordingly, we evaluate our estimates and assumptions on an ongoing
basis. Our actual results may differ from these estimates under different
assumptions and conditions. See our Annual Report and note 2 to our consolidated
financial statements included elsewhere in this Quarterly Report on Form 10-Q
for information about these critical accounting policies, as well as a
description of our other significant accounting policies.

Certain Factors That May Affect Future Results of Operations



The SEC encourages companies to disclose forward-looking information so that
investors can better understand a company's future prospects and make informed
investment decisions. This Quarterly Report on Form 10-Q contains such
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve known and unknown risks,
uncertainties and other important factors, which may cause our actual results,
performance or achievements to be materially different from any future results,
performances or achievements expressed or implied by the forward-looking
statements. Forward-looking statements include, but are not limited to,
statements about: our beliefs in the appropriateness of our assumptions, the
accuracy of our estimates regarding expenses, loss contingencies, future
revenues, future profits, uses of cash, available credit, PPP Loan Proceeds,
capital requirements, and the need for additional financing to operate our
business, including to complete the planned capacity expansion of our East
Providence manufacturing facility, and to fund our planned strategic business
initiatives; the performance of our aerogel blankets; our expectation that we
will be successful in obtaining, enforcing and defending our patents against
competitors and that such patents are valid and enforceable; our belief that our
products possess strong competitive advantages over traditional insulation
materials, including the superior thermal performance and the thin, easy-to-use
and durable blanket form of our products; our plans to expand capacity in our
East Providence, Rhode Island manufacturing facility; our estimates of annual
production capacity; our expectation to achieve our EP20 goals by the end of
2021; our plans regarding the future capacity expansion, including the selection
of a manufacturing site and the construction and operation of the facility;
beliefs about the role of our technology and products in the electric vehicle
market; beliefs about the commercial potential for our technology in the
electric vehicle market; beliefs about our ability to produce and deliver
products to electric vehicle customers; beliefs about Aspen's contracts with the
major U.S. automotive manufacturer; beliefs about the potential for the major
U.S. automotive manufacturer to become a significant customer for Aspen's
products; beliefs about revenue, costs, expenses, profitability, investments or
cash flow associated with the contracts with the major U.S. automotive
manufacturer, beliefs about the performance of our thermal barrier products in
the battery systems of electric vehicles; beliefs about the potential the
commercial opportunity for Aspen's thermal barrier products; our strategic
partnership with BASF and the potential benefits of such a relationship,
including the potential for it to create new product and market opportunities;
our supply agreement with BASF, our supply to BASF of its Spaceloft A2 product
and newly developed product, the potential for future cash advances from BASF
under our supply agreement with BASF (payment of which are subject to certain
conditions) to provide a source of financing and the potential for BASF to
become a significant customer for our products; our joint development agreement
with BASF, and the potential for it to support the development of new aerogel
products and technologies; our beliefs about the usefulness of the square foot
operating metric; our beliefs about the financial metrics that are indicative of
our core performance; our beliefs about the usefulness of our presentation of
Adjusted EBITDA; our expectations about the effect of manufacturing capacity on
financial metrics such as Adjusted EBITDA; our expectations about future
revenues, expenses, gross profit, net loss, loss per share and Adjusted EBITDA,
sources and uses of cash, capital requirements and the sufficiency of our
existing cash balance and available credit; our beliefs about the outcome,
effects or estimated costs of current or potential litigation or their
respective timing, including expected legal expense in connection with our
patent enforcement actions; our plans to devote substantial resources to the
development of new aerogel technology; our expectations about product mix; our
expectations about future material costs and manufacturing expenses as a
percentage of revenue; our expectations of future gross profit and the effect of
manufacturing expenses, manufacturing capacity and productivity on gross profit;
our expectations about our resources and other investments in new technology and
related research and development activities and associated expenses; our
expectations about short and long term (a) research and development (b) general
and administrative and (c) sales and marketing expenses; our expectations of
revenue growth, increased gross profit, and improving cash flows over the long
term; our intentions about managing capital expenditures and working capital
balances; our expectations about incurring significant capital expenditures in
the future; our expectations about the expansion of our workforce and resources
and its effect on sales and marketing, general and

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administrative, and related expenses; our expectations about future product
revenue and demand for our products; our expectations about the effect of stock
based compensation on various costs and expenses; our expectations about
potential sources of future financing; our beliefs about the impact of
accounting policies on our financial statements; our beliefs about the effect of
interest rates, inflation and foreign currency fluctuations on our results of
operations and financial condition; our beliefs about the expansion of our
international operations; our statements about the impact of major public health
concerns, including the COVID-19 pandemic or other pandemics arising globally,
and the future, and currently unknown extent of, the impact of the COVID-19
pandemic on our business and operations; our statements about the sufficiency of
our current and future actions to address the impact of the COVID-19 pandemic on
our business and operations, including our future revenue, Adjusted EBITDA and
other financial metrics; our belief that we qualify for partial or complete
forgiveness of the PPP Loan; and changes by governmental authorities regarding
the CARES Act or related administrative matters and the Company's and its
subsidiary's abilities to comply with the terms of the PPP Loan and the CARES
Act, including to use the proceeds of the PPP Loan as described herein.

Words such as "may," "will," "anticipate," "estimate," "expects," "projects,"
"intends," "plans," "believes" and words and terms of similar substance used in
connection with any discussion of future operating or financial performance,
identify forward-looking statements. All forward-looking statements are
management's present expectations of future events and are subject to a number
of risks and uncertainties that could cause actual results to differ materially
and adversely from those described in the forward-looking statements. These
risks include, but are not limited to, those set forth in this Quarterly Report
on Form 10-Q and under the heading "Risk Factors" contained in Item 1A of our
Annual Report.

In light of these assumptions, risks and uncertainties, the results and events
discussed in the forward-looking statements contained in this Quarterly Report
on Form 10-Q might not occur. Stockholders and other readers are cautioned not
to place undue reliance on the forward-looking statements, which speak only as
of the date of this Quarterly Report on Form 10-Q. We are not under any
obligation, and we expressly disclaim any obligation, to update or alter any
forward-looking statements, whether as a result of new information, future
events or otherwise. All subsequent forward-looking statements attributable to
Aspen Aerogels, Inc. or to any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section.

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