United states

Each $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share by $0.21, and would increase or decrease, as applicable, dilution per share to new investors in this offering by $0.93, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase of 1.0 million shares in the number of shares offered by us would increase our pro forma as adjusted net tangible book value per share by $0.34, and would increase our dilution per share to new investors in this offering by $0.08, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of 1.0 million shares in the number of shares offered by us would decrease our pro forma as adjusted net tangible book value per share by $0.36, and would decrease our dilution per share to new investors in this offering by $0.11, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. In addition, to the extent any outstanding options to purchase common stock are exercised, new investors would experience further dilution. If the underwriters exercise their option to purchase additional shares from us in full, the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering would be $3.71 per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $12.29 per share.

 

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The following table presents, on a pro forma as adjusted basis as of March 31, 2016, after giving effect to the conversion of all outstanding shares of convertible preferred stock into common stock and the conversion of our Series B warrants immediately prior to the completion of this offering, the differences between the existing stockholders and the new investors purchasing shares of our common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which includes net proceeds received from the issuance of common stock and convertible preferred stock, and the average price per share paid or to be paid to us at an assumed offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

 

		Shares Purchased								Total Consideration								Average Price per Share
		Number				Percent				Amount				Percent
Existing stockholders			25,531,263				77.9	%		$	108,747,579				48.4	%		$	4.26
New investors			7,250,000				22.1				116,000,000				51.6				16.00
Totals			32,781,263				100.0	%		$	224,747,579				100.0	%		$	6.86

Each $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by approximately $6.7 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by approximately $14.9 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions payable by us. In addition, to the extent any outstanding options to purchase common stock are exercised, new investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise their option to purchase additional shares from us in full, the total consideration paid by new investors and total consideration paid by all stockholders would increase, as applicable, by approximately $17.4 million, and our existing stockholders would own 75.4% and our new investors would own 24.6% of the total number of shares of our common stock outstanding upon the completion of this offering.

The number of shares of our common stock to be outstanding after this offering is based on the number of shares of our common stock outstanding as of March 31, 2016 and excludes:

 

•

3,348,628 shares of common stock issuable upon exercise of outstanding options as of March 31, 2016 at a weighted-average exercise price of $12.73 per share;

 

•

654,120 shares of common stock issuable upon the vesting of restricted stock units outstanding as of March 31, 2016;

 

•

61,720 shares of our common stock reserved for issuance in connection with the exercise of our Common Warrants;

 

•

3,382,936 shares of our common stock reserved for future issuance under our 2015 Plan, and which contains provisions that automatically increase its share reserve each year.

 

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated statements of operations data for the three months ended March 31, 2016 and 2015 and the consolidated balance sheet data as of March 31, 2016 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. In our opinion, these unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with our audited financial statements and contain all adjustments, consisting only of a normal recurring nature, that are necessary for a fair presentation of such consolidated financial data. The consolidated statements of operations data for the years ended December 31, 2015, 2014 and 2013 and the consolidated balance sheet data as of December 31, 2015 and 2014 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future and the results in the three months ended March 31, 2016 are not necessarily indicative of results to be expected for the full year or any other period. The selected consolidated financial and other data in this section are not intended to replace the consolidated financial statements are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus.

 

		Three Months Ended March 31,								Year Ended December 31,
		2016				2015				2015				2014				2013
		(in thousands, except per share data)
Consolidated Statements of Operations Data:
Net sales		$	176,110			$	95,589			$	585,852			$	320,747			$	215,054
Cost of sales			159,866				90,884				528,247				289,528				200,182
Startup and transition costs			3,306				4,154				15,860				16,567				6,607
Total cost of goods sold			163,172				95,038				544,107				306,095				206,789
Gross profit			12,938				551				41,745				14,652				8,265
General and administrative expenses			4,749				3,208				14,126				9,175				7,566
Income (loss) from operations			8,189				(2,657	)			27,619				5,477				699
Other income (expense):
Interest income			21				59				161				186				155
Interest expense			(3,912	)			(3,551	)			(14,565	)			(7,236	)			(3,474	)
Loss on extinguishment of debt			—				—				—				(2,946	)			—
Realized gain (loss) on foreign currency remeasurement			(439	)			163				(1,802	)			(1,743	)			(1,892	)
Miscellaneous income			190				129				246				539				140
Total other expense			(4,140	)			(3,200	)			(15,960	)			(11,200	)			(5,071	)
Income (loss) before income taxes			4,049				(5,857	)			11,659				(5,723	)			(4,372	)
Income tax benefit (provision)			(2,303	)			120				(3,977	)			(925	)			3,346
Net income (loss) before noncontrolling interest			1,746				(5,737	)			7,682				(6,648	)			(1,026	)
Net loss attributable to noncontrolling interest (1)			—				—				—				—				2,305
Net income (loss)			1,746				(5,737	)			7,682				(6,648	)			1,279
Net income attributable to preferred shareholders (2)			2,437				2,356				9,423				13,930				14,149
Net loss attributable to common shareholders		$	(691	)		$	(8,093	)		$	(1,741	)		$	(20,578	)		$	(12,870	)
Weighted-average common shares outstanding, basic and diluted (3)			4,238				4,238				4,238				4,238				4,238
Net loss per common share, basic and diluted (3)		$	(0.16	)		$	(1.91	)		$	(0.41	)		$	(4.86	)		$	(3.04	)
Pro forma net income attributable to common shareholders		$	1,746							$	7,682
Pro forma weighted-average common shares outstanding (unaudited)
Basic (3)			25,531								25,531
Diluted (3)			25,553								25,553
Pro forma net loss per common share (unaudited)
Basic		$	0.07							$	0.30
Diluted		$	0.07							$	0.30

 

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