Akoustis Technologies, Inc. (NASDAQ:AKTS) Q4 2022 Earnings Conference Call September 12, 2022 8:00 AM ET Company Participants Tom Sepenzis - Vice President of Corporate Development and Investor Relations Jeff Shealy - Founder and Chief Executive Officer Kenneth Boller - Chief Financial Officer David Aichele - Executive Vice President of Business Development Conference Call Participants Anthony Stoss - Craig Hallum Capital Group Suji Desilva - ROTH Capital Wei Mok - Oppenheimer & Company Operator Good day, l ...

Part I [Business](index=9&type=section&id=Item%201.%20Business) Akoustis Technologies, Inc. develops and manufactures RF filter solutions using proprietary XBAW™ technology for wireless applications, operating as a pure-play supplier - The company's core business is developing and manufacturing RF filter solutions using its proprietary XBAW™ technology for high-frequency applications like 5G and WiFi[19](index=19&type=chunk) - Akoustis operates an integrated device manufacturing (IDM) model with its own **120,000-square foot** wafer-manufacturing facility in Canandaigua, New York[19](index=19&type=chunk)[21](index=21&type=chunk) - The acquisition of RFM Integrated Device, Inc. (RFMi) expanded the company's portfolio to include complementary SAW resonators, crystal oscillators, and other components, operating under a fabless model[19](index=19&type=chunk)[254](index=254&type=chunk) - As of **August 31, 2022**, the company's intellectual property portfolio included **67 issued patents** and **117 pending patent applications** covering its XBAW RF filter technology[22](index=22&type=chunk)[72](index=72&type=chunk) - The company's commercialization strategy involves providing standardized catalog filters, designing custom filters to customer specifications, and offering design kits for customers to create their own filters using Akoustis's technology[23](index=23&type=chunk)[25](index=25&type=chunk) [Recent Developments](index=11&type=section&id=Recent%20Developments) Akoustis achieved key milestones in FY2022-Q1FY2023, including 5G mobile filter shipments, WiFi 6E design wins, RFMi acquisition, and a new DARPA contract - Shipped first 5G mobile filters using advanced wafer-level-packaging to a tier-1 RF component company[29](index=29&type=chunk) - Received multiple design wins and volume orders for WiFi 6 and WiFi 6E XBAW™ filters from various customers, including a tier-1 personal computing chipset customer[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - Acquired a majority position in RFMi, a fabless supplier of acoustic wave resonators and filters, in **October 2021**[30](index=30&type=chunk) - Received purchase orders from new tier-1 5G mobile customers and engaged with a third mobile customer, an RF front-end module maker[30](index=30&type=chunk)[31](index=31&type=chunk) - Signed a new multi-year Defense Advanced Research Projects Agency (DARPA) contract in **June 2022** to advance XBAW technology[32](index=32&type=chunk) [Financing](index=12&type=section&id=Financing) The company funded operations in FY2022 through **$28.2 million** from ATM equity offerings and **$44.0 million** from convertible notes, with current cash sufficient for over twelve months - In fiscal year 2022, the company sold **4,178,318 shares** of common stock through its ATM Equity Offering Programs, raising aggregate gross proceeds of approximately **$28.2 million**[35](index=35&type=chunk) - In **June 2022**, the company issued **$44.0 million** of 6.0% Convertible Senior Notes due 2027, with an initial conversion price of approximately **$4.71 per share**[36](index=36&type=chunk) - The company expects that its current cash and cash equivalents are sufficient to fund operations for more than twelve months from the filing date of this report[34](index=34&type=chunk) [Research and Development](index=16&type=section&id=Research%20and%20Development) R&D expenses increased to **$35.7 million** in FY2022, driving advancements in 5G, WiFi, and defense markets, securing **thirteen** WiFi design wins and a second DARPA contract R&D Expense Trend | Fiscal Year | R&D Expense (in millions) | | :--- | :--- | | 2022 | $35.7 | | 2021 | $24.1 | - The company has five active customer engagements in the 5G mobile sector, including with tier-1 and tier-2 RF module makers, with pre-production expected to begin in early calendar 2023 for the first filter[56](index=56&type=chunk) - Significant progress was made in the Wi-Fi portfolio, with the number of Wi-Fi design wins increasing to **thirteen** by **January 2022**, driven by the new spectrum available for Wi-Fi 6E[58](index=58&type=chunk)[59](index=59&type=chunk) - In the defense market, the company was awarded a second DARPA contract in **April 2022** to advance its XBAW technology to **18 GHz**[63](index=63&type=chunk) - As of the report date, Akoustis has **21 commercial XBAW filters** in its product catalog, targeting Wi-Fi, 5G infrastructure, and defense applications[64](index=64&type=chunk) [Competition](index=20&type=section&id=Competition) The RF filter market is dominated by Broadcom and Qorvo, with Akoustis competing as a pure-play supplier, while RFMi targets niche Xtal markets like Industrial IoT - The high-band BAW filter market is dominated by Broadcom Corporation and Qorvo, Inc[75](index=75&type=chunk) - Akoustis competes by positioning itself as a pure-play filter supplier, aiming to offer performance advantages over the full frequency range at competitive costs[76](index=76&type=chunk) - The Xtal market is more mature and competitive; RFMi products focus on niche markets like Industrial IoT and professional audio to reduce direct competition with larger players[78](index=78&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks in business operations, intellectual property, financial condition, and regulatory environment, including limited operating history, high competition, and ongoing litigation [Risks Related to our Business and the Industry](index=24&type=section&id=Risks%20Related%20to%20our%20Business%20and%20the%20Industry) The company's business faces risks including limited operating history, persistent losses, intense competition, manufacturing challenges, and supply chain disruptions from COVID-19 - The company has a limited operating history and has incurred operating losses since inception, making it difficult to forecast future prospects[92](index=92&type=chunk)[95](index=95&type=chunk) - The COVID-19 pandemic has negatively impacted the business by disrupting the supply chain, altering sales activities, and causing delays in customer product development[107](index=107&type=chunk)[108](index=108&type=chunk)[111](index=111&type=chunk) - The semiconductor industry is highly competitive and subject to rapid technological change, requiring constant innovation to avoid product obsolescence[112](index=112&type=chunk)[113](index=113&type=chunk) - The company faces risks associated with operating its single manufacturing facility in Canandaigua, NY, including challenges in scaling production, maintaining yields, and managing fixed costs[118](index=118&type=chunk)[134](index=134&type=chunk) - Global semiconductor supply shortages have disrupted the supply chain, leading to increased lead times and higher costs for necessary components like wafers and substrates[122](index=122&type=chunk)[123](index=123&type=chunk) [Risks Related to Our Intellectual Property](index=43&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) Akoustis's success depends on protecting its intellectual property, facing risks from unissued patents, potential infringement claims, and ongoing litigation with Qorvo, Inc - The company's long-term success depends on its ability to obtain, maintain, and enforce its intellectual property rights, but there is no guarantee that its pending patent applications will result in issued patents[170](index=170&type=chunk)[171](index=171&type=chunk) - The company is subject to claims of infringement from third parties. On **October 4, 2021**, Qorvo, Inc. filed a lawsuit alleging patent infringement, false advertising, and unfair competition[186](index=186&type=chunk)[188](index=188&type=chunk) - An adverse outcome in the Qorvo litigation could require Akoustis to pay substantial damages, cease manufacturing certain products, or obtain a license, which may not be available on reasonable terms[187](index=187&type=chunk)[188](index=188&type=chunk) [Risks Related to our Financial Condition](index=46&type=section&id=Risks%20Related%20to%20our%20Financial%20Condition) The company has a history of losses and increasing expenses, requiring substantial additional funding and facing challenges servicing its **$44.0 million** convertible debt - The company has a history of losses and expects operating expenses to increase, requiring substantial additional funding to continue operations[191](index=191&type=chunk)[192](index=192&type=chunk) - The company incurred **$44.0 million** of indebtedness through a convertible note offering in **June 2022**, and servicing this debt could strain cash flow and restrict business activities[195](index=195&type=chunk) - Future capital raising efforts may not be available on acceptable terms, and if achieved through equity sales, could result in significant dilution to existing stockholders[194](index=194&type=chunk) [Properties](index=55&type=section&id=Item%202.%20Properties) Akoustis's corporate headquarters is in Huntersville, NC, with a wholly-owned MEMS fabrication facility in Canandaigua, NY, and additional leased properties in Texas and Taiwan through RFMi - The company's headquarters is located in a **22,400 sq. ft.** leased facility in Huntersville, NC[237](index=237&type=chunk) - Akoustis owns a **120,000 sq. ft.** MEMS fabrication facility in Canandaigua, NY, acquired in **June 2017**[237](index=237&type=chunk) - Additional leased properties include facilities in Carrollton, Texas, and Taiwan, assumed through the RFMi acquisition and a new lease agreement[237](index=237&type=chunk)[238](index=238&type=chunk) [Legal Proceedings](index=55&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in a significant legal proceeding initiated by Qorvo, Inc. on **October 4, 2021**, alleging patent infringement and unfair competition, which Akoustis intends to vigorously defend - The company is a defendant in a lawsuit filed by Qorvo, Inc. on **October 4, 2021**, alleging patent infringement and other claims[239](index=239&type=chunk)[434](index=434&type=chunk) - Qorvo seeks an injunction and unspecified damages. Akoustis considers the lawsuit to be without merit and is defending against it vigorously[434](index=434&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities](index=56&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20Of%20Equity%20Securities) The company's common stock trades on Nasdaq under "AKTS", with **57,204,697 shares** outstanding as of **September 6, 2022**, and no dividends anticipated, with earnings retained for growth - As of **September 6, 2022**, there were **57,204,697 shares** of common stock issued and outstanding[242](index=242&type=chunk) - The company has never paid cash dividends and does not plan to in the foreseeable future[243](index=243&type=chunk) Outstanding Equity Awards as of June 30, 2022 | Award Type | Number of Shares | | :--- | :--- | | Warrants | 41,103 | | Options | 3,020,002 | | Restricted Stock Units | 2,177,585 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2022, revenue increased to **$15.4 million** while net loss widened to **$59.0 million** due to higher costs and R&D, though **$80.5 million** cash provides over twelve months of liquidity [Results of Operations](index=61&type=section&id=Results%20of%20Operations) For FY2022, revenue increased **133%** to **$15.4 million**, but net loss widened to **$59.0 million** due to higher cost of revenue, **48%** increased R&D, and rising G&A expenses Fiscal Year 2022 vs. 2021 Financial Results (in millions) | Metric | FY 2022 | FY 2021 | Change | | :--- | :--- | :--- | :--- | | Revenue | $15.4 | $6.6 | +$8.8 | | Cost of Revenue | $19.5 | $10.7 | +$8.8 | | R&D Expenses | $35.7 | $24.1 | +$11.6 | | G&A Expenses | $20.7 | $13.3 | +$7.4 | | Net Loss | ($59.0) | ($44.2) | +($14.8) | - The **$8.8 million** revenue increase was primarily due to a **258% increase** in RF product revenue, which includes sales from the acquired RFMi business[270](index=270&type=chunk) - R&D expenses grew by **48% year-over-year**, driven by a **$5.0 million** increase in personnel costs, a **$2.7 million** increase in facility costs, and a **$4.2 million** increase in material costs[272](index=272&type=chunk) [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) As of **June 30, 2022**, cash was **$80.5 million**, a **$7.8 million** decrease, driven by operating and investing outflows offset by **$27.6 million** from stock and **$43.7 million** from convertible notes Cash Position and Working Capital (in millions) | Metric | June 30, 2022 | June 30, 2021 | | :--- | :--- | :--- | | Cash on Hand | $80.5 | $88.3 | | Current Assets | $91.7 | $93.2 | | Current Liabilities | $12.4 | $7.2 | | Stockholders' Equity | $103.4 | $117.4 | Cash Flow Summary (in millions) | Activity | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating | ($45.2) | ($29.4) | | Net Cash Used in Investing | ($34.9) | ($12.5) | | Net Cash Provided by Financing | $72.3 | $85.8 | - Financing activities in FY2022 included **$28.2 million** in gross proceeds from ATM equity offerings and **$44.0 million** from a convertible note issuance[281](index=281&type=chunk)[282](index=282&type=chunk) [Financial Statements and Supplemental Data](index=65&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplemental%20Data) Audited consolidated financial statements for FY2022 and FY2021 detail the company's financial position, operations, equity changes, and cash flows, reflecting the RFMi acquisition and financing activities [Consolidated Balance Sheets](index=68&type=section&id=Consolidated%20Balance%20Sheets) As of **June 30, 2022**, total assets increased to **$161.3 million** from **$125.0 million** due to property, goodwill, and intangibles from RFMi, while liabilities rose to **$57.9 million** primarily from convertible notes Consolidated Balance Sheet Summary (in thousands) | Account | June 30, 2022 | June 30, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $80,485 | $88,322 | | Total current assets | $91,731 | $93,196 | | Property and equipment, net | $51,157 | $30,730 | | Goodwill | $8,051 | $0 | | **Total Assets** | **$161,338** | **$124,994** | | **Liabilities & Equity** | | | | Total current liabilities | $12,658 | $7,265 | | Convertible notes payable, net | $43,731 | $0 | | **Total Liabilities** | **$57,908** | **$7,584** | | **Total Stockholders' Equity** | **$103,430** | **$117,410** | [Consolidated Statements of Operations](index=69&type=section&id=Consolidated%20Statements%20of%20Operations) For FY2022, revenues were **$15.4 million** with a net loss of **$59.0 million** (**$1.09** per share), compared to FY2021 revenues of **$6.6 million** and a net loss of **$44.2 million** (**$1.02** per share), driven by increased operating expenses Consolidated Statement of Operations Summary (in thousands, except per share data) | Account | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Revenue | $15,350 | $6,618 | | Gross profit (loss) | ($4,137) | ($4,033) | | Research and development | $35,708 | $24,076 | | General and administrative | $20,710 | $13,285 | | Loss from operations | ($60,555) | ($41,394) | | **Net Loss attributable to common stockholders** | **($59,027)** | **($44,156)** | | Net loss per common share | ($1.09) | ($1.02) | [Consolidated Statements of Cash Flows](index=72&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For FY2022, net cash used in operating activities was **$45.2 million** and investing activities **$34.9 million**, offset by **$72.3 million** from financing, resulting in a **$7.8 million** cash decrease to **$80.5 million** Consolidated Statement of Cash Flows Summary (in thousands) | Cash Flow Activity | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($45,195) | ($29,364) | | Net Cash Used in Investing Activities | ($34,942) | ($12,491) | | Net Cash Provided by Financing Activities | $72,300 | $85,769 | | **Net (Decrease) Increase in Cash** | **($7,837)** | **$43,914** | | **Cash at End of Period** | **$80,485** | **$88,322** | [Note 7. Business Acquisition](index=84&type=section&id=Note%207.%20Business%20Acquisition) Akoustis acquired **100%** of RFMi in two tranches for **$14.8 million**, allocating the purchase price to intangible assets and goodwill, with the acquisition contributing **$5.7 million** in revenue in FY2022 - The company acquired **100%** of RFMi in two tranches (**Oct 2021** and **Apr 2022**) for a total consideration of **$14.8 million**[376](index=376&type=chunk)[379](index=379&type=chunk) Purchase Price Allocation (in thousands) | Item | Value | | :--- | :--- | | Total consideration | $14,761 | | Intangible assets | $9,452 | | Goodwill | $8,051 | | Net tangible assets acquired | ($854) | - The acquisition contributed approximately **$5.7 million** in revenue and a loss from operations of approximately **$0.4 million** in fiscal year 2022[384](index=384&type=chunk) [Controls and Procedures](index=103&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of **June 30, 2022**, with no material changes during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of **June 30, 2022**[469](index=469&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of **June 30, 2022**, based on the COSO framework[471](index=471&type=chunk) - No material changes were made to the internal control over financial reporting during the quarter ended **June 30, 2022**[472](index=472&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Compensation, and Principal Accountant Fees](index=104&type=section&id=Item%2010%2C%2011%2C%2012%2C%2013%2C%2014) Information for Items **10-14**, covering directors, executive officers, corporate governance, compensation, security ownership, and related transactions, is incorporated by reference from the company's **2022 Proxy Statement** - Information regarding Directors, Executive Officers, Corporate Governance (**Item 10**), Executive Compensation (**Item 11**), Security Ownership (**Item 12**), Certain Relationships and Related Transactions (**Item 13**), and Principal Accountant Fees and Services (**Item 14**) is incorporated by reference from the company's **2022 Proxy Statement**[474](index=474&type=chunk)[475](index=475&type=chunk)[476](index=476&type=chunk)[477](index=477&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=105&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements and an index of all exhibits filed with the **Form 10-K**, with financial statement schedules omitted as not applicable - This part contains the list of financial statements, financial statement schedules (which are omitted), and an index of exhibits filed with the **Form 10-K**[479](index=479&type=chunk)[481](index=481&type=chunk)[484](index=484&type=chunk)

Akoustis Technologies, Inc. (NASDAQ:AKTS) Q3 2022 Earnings Conference Call May 2, 2022 8:00 AM ET Company Participants Tom Sepenzis - Director, Investor Relations Jeff Shealy - Founder and Chief Executive Officer Ken Boller - Chief Financial Officer Dave Aichele - Executive Vice President, Business Development Conference Call Participants Cody Acree - Benchmark Harsh Kumar - Piper Sandler Rich Schaefer - Oppenheimer Suji Desilva - ROTH Capital Operator Good day, ladies and gentlemen and welcome to Akoustis ...

PART I — FINANCIAL INFORMATION Presents unaudited condensed consolidated financial statements and management's discussion and analysis for the reporting period [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Presents unaudited condensed consolidated financial statements for the quarter ended March 31, 2022, including balance sheets, operations, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=page&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, as of March 31, 2022, and June 30, 2021 Condensed Consolidated Balance Sheets Data | Metric | March 31, 2022 (in thousands) | June 30, 2021 (in thousands) | |:----------------------------|:------------------------------|:-----------------------------| | Cash and cash equivalents | $55,871 | $88,322 | | Total current assets | $66,273 | $93,196 | | Total Assets | $132,092 | $124,994 | | Total current liabilities | $11,176 | $7,265 | | Total Liabilities | $13,650 | $7,584 | | Total Equity | $118,442 | $117,410 | - Cash and cash equivalents decreased by $32.45 million from June 30, 2021, to March 31, 2022, reflecting a significant reduction in liquidity[7](index=7&type=chunk) - Total assets increased by $7.10 million, primarily driven by increases in property and equipment, goodwill, and intangibles, largely due to the RFMi acquisition[7](index=7&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=page&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net loss for the three and nine months ended March 31, 2022 and 2021 Condensed Consolidated Statements of Operations Data | Metric (in thousands) | 3 Months Ended Mar 31, 2022 | 3 Months Ended Mar 31, 2021 | 9 Months Ended Mar 31, 2022 | 9 Months Ended Mar 31, 2021 | |:----------------------------------|:----------------------------|:----------------------------|:----------------------------|:----------------------------| | Revenue with customers | $4,607 | $2,517 | $10,146 | $4,461 | | Cost of revenue | $5,370 | $2,973 | $12,821 | $7,224 | | Gross profit (loss) | $(763) | $(456) | $(2,675) | $(2,763) | | Research and development | $8,314 | $5,225 | $25,481 | $17,171 | | General and administrative | $5,721 | $3,395 | $14,742 | $9,683 | | Loss from operations | $(14,798) | $(9,076) | $(42,898) | $(29,617) | | Net Loss | $(14,825) | $(10,175) | $(42,920) | $(34,035) | | Net loss per common share - basic | $(0.27) | $(0.22) | $(0.80) | $(0.83) | - Revenue increased significantly by **83%** for the three months ended March 31, 2022, and by **127%** for the nine months ended March 31, 2022, primarily driven by RF product sales, including RFMi products[9](index=9&type=chunk) - Net loss widened by **45%** for the three months and **26%** for the nine months ended March 31, 2022, due to increased cost of revenue, R&D, and G&A expenses, despite revenue growth[9](index=9&type=chunk) [Condensed Consolidated Statements of Changes in Equity](index=6&type=page&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Outlines changes in the company's equity, including common shares and accumulated deficit, for the period ended March 31, 2022 Condensed Consolidated Statements of Changes in Equity Data | Metric (in thousands) | March 31, 2022 | December 31, 2021 | |:----------------------------------|:---------------|:------------------| | Common Shares | 55,951 | 54,660 | | Par Stock Value | $56 | $55 | | Additional Paid In Capital | $301,554 | $291,969 | | Accumulated Deficit | $(190,570) | $(175,884) | | Total Akoustis Technologies, Inc. Equity | $111,040 | $116,140 | | Noncontrolling Interest | $7,402 | $7,528 | | Total Equity | $118,442 | $123,668 | - Total equity decreased from $123.67 million at December 31, 2021, to $118.44 million at March 31, 2022, primarily due to the net loss of $14.83 million, partially offset by common stock issuances[11](index=11&type=chunk) - For the nine months ended March 31, 2022, additional paid-in capital increased by $36.40 million, mainly from common stock issued for cash ($25.60 million) and stock-based compensation ($7.80 million)[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=page&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for the nine months ended March 31, 2022 and 2021 Condensed Consolidated Statements of Cash Flows Data | Cash Flow Activity (in thousands) | 9 Months Ended Mar 31, 2022 | 9 Months Ended Mar 31, 2021 | |:----------------------------------|:----------------------------|:----------------------------| | Net Cash Used in Operating Activities | $(33,273) | $(22,059) | | Net Cash Used in Investing Activities | $(25,556) | $(9,934) | | Net Cash Provided by Financing Activities | $26,378 | $77,977 | | Net Increase (Decrease) in Cash | $(32,451) | $45,984 | | Cash, Cash Equivalents - End of Period | $55,871 | $90,392 | - Cash used in operating activities increased by $11.20 million year-over-year, reflecting higher operating expenses for development and commercialization[19](index=19&type=chunk)[142](index=142&type=chunk) - Investing activities used $25.60 million, a $15.60 million increase, primarily due to increased purchases of production equipment ($11.90 million) and the RFMi acquisition ($4.10 million net cash paid)[19](index=19&type=chunk)[143](index=143&type=chunk) - Financing activities provided $26.38 million, significantly lower than the $78.00 million in the prior year, mainly from common stock issuance[19](index=19&type=chunk)[144](index=144&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=12&type=page&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures for the financial statements, covering accounting policies, acquisitions, and other financial items [Note 1. Organization](index=12&type=page&id=Note%201.%20Organization) Describes Akoustis Technologies, Inc.'s business, proprietary XBAW technology, and the acquisition of RFMi - Akoustis Technologies, Inc. develops, designs, and manufactures innovative radio frequency (RF) filter products using its proprietary XBAW technology for wireless applications[23](index=23&type=chunk) - In October 2021, the Company acquired a **51%** ownership interest in RFM Integrated Device, Inc. (RFMi), a fabless supplier of acoustic wave RF resonators and filters, expanding its product offerings to include SAW resonators, RF filters, crystal resonators, and ceramic products[23](index=23&type=chunk) [Note 2. Liquidity](index=12&type=page&id=Note%202.%20Liquidity) Assesses the company's cash position and working capital, and its ability to fund operations for the next twelve months - As of March 31, 2022, the Company had $55.90 million in cash and cash equivalents and $55.10 million in working capital[24](index=24&type=chunk) - The Company expects current cash and cash equivalents to fund operations beyond the next twelve months, but acknowledges historical operating losses and net cash used in operating activities, indicating potential future financing needs[24](index=24&type=chunk)[25](index=25&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=12&type=page&id=Note%203.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the accounting principles and estimates used in preparing the unaudited interim financial statements - The financial statements are unaudited and prepared in accordance with U.S. GAAP and SEC rules for interim financial information, with all necessary adjustments included[26](index=26&type=chunk) - The Company consolidates its wholly-owned subsidiary, Akoustis, Inc., and RFMi (**51%** owned as of March 31, 2022), recording noncontrolling interest for RFMi's net loss/income[27](index=27&type=chunk) - No material changes to significant accounting policies have occurred since the 2021 Annual Report, with key estimates including equity securities, deferred taxes, contingent consideration, goodwill, and intangible assets[28](index=28&type=chunk) [Note 4. Revenue Recognition from Contracts with Customers](index=13&type=page&id=Note%204.%20Revenue%20Recognition%20from%20Contracts%20with%20Customers) Details the company's revenue streams from foundry fabrication services and product sales, and related recognition policies - Primary revenue streams are foundry fabrication services (NRE and MEMS foundry services) and product sales (RF filters and amps)[31](index=31&type=chunk)[32](index=32&type=chunk) Revenue Recognition from Contracts with Customers Data | Revenue Type (in thousands) | 3 Months Ended Mar 31, 2022 | 3 Months Ended Mar 31, 2021 | 9 Months Ended Mar 31, 2022 | 9 Months Ended Mar 31, 2021 | |:----------------------------|:----------------------------|:----------------------------|:----------------------------|:----------------------------| | Foundry Fabrication Services Revenue | $407 | $1,537 | $1,204 | $2,264 | | Product Sales Revenue | $4,200 | $980 | $8,942 | $2,197 | | Total Revenue with Customers | $4,607 | $2,517 | $10,146 | $4,461 | - Product sales revenue significantly increased, while foundry fabrication services revenue decreased for both the three and nine months ended March 31, 2022, compared to the prior year[33](index=33&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) - The backlog of unsatisfied performance obligations expected to be recognized as revenue during the current fiscal year was $9.20 million at March 31, 2022[43](index=43&type=chunk) [Note 5: Inventory](index=15&type=page&id=Note%205%3A%20Inventory) Presents the breakdown of inventory, including raw materials, work in process, and finished goods, as of March 31, 2022 Inventory Data | Inventory Type (in thousands) | March 31, 2022 | June 30, 2021 | |:------------------------------|:---------------|:--------------| | Raw Materials | $833 | $124 | | Work in Process | $1,811 | $1,188 | | Finished Goods | $785 | $78 | | Total Inventory | $3,429 | $1,390 | - Total inventory increased by $2.04 million from June 30, 2021, to March 31, 2022, with significant increases across all categories, particularly raw materials and finished goods[45](index=45&type=chunk) [Note 6. Property and Equipment, net](index=15&type=page&id=Note%206.%20Property%20and%20Equipment,%20net) Details the company's property and equipment, net of accumulated depreciation, as of March 31, 2022 Property and Equipment, net Data | Asset Type (in thousands) | March 31, 2022 | June 30, 2021 | |:--------------------------|:---------------|:--------------| | Total Gross | $63,493 | $42,029 | | Less: Accumulated Depreciation | $(15,451) | $(11,299) | | Total Property and Equipment, net | $48,042 | $30,730 | - Net property and equipment increased by $17.31 million from June 30, 2021, to March 31, 2022, reflecting substantial capital expenditures[47](index=47&type=chunk) - Depreciation expense was $1.70 million for the three months and $4.80 million for the nine months ended March 31, 2022, up from $1.20 million and $3.30 million respectively in the prior year periods[48](index=48&type=chunk) [Note 7. Business Acquisition](index=16&type=page&id=Note%207.%20Business%20Acquisition) Describes the acquisition of a **51%** ownership interest in RFMi, including consideration and resulting goodwill and intangibles - On October 15, 2021, Akoustis acquired a **51%** ownership interest in RFMi for $6.00 million in cash and approximately $2.50 million in common stock[49](index=49&type=chunk) - The total consideration for the **51%** acquisition was $9.40 million, including cash, common stock, and the fair value of contingent consideration[52](index=52&type=chunk) - The acquisition resulted in $8.05 million in goodwill and $9.45 million in intangible assets (trademarks, developed technology, customer relationships)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk)[56](index=56&type=chunk) - Contingent consideration, based on RFMi sales targets for 2022 and 2023, has an estimated fair value that increased by $0.18 million during the nine months ended March 31, 2022[50](index=50&type=chunk) [Note 8: Goodwill and Intangible Assets](index=17&type=page&id=Note%208%3A%20Goodwill%20and%20Intangible%20Assets) Provides a breakdown of goodwill and other intangible assets, their carrying amounts, and amortization details Goodwill and Intangible Assets Data | Intangible Asset (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Useful Life (Years) | |:--------------------------------|:----------------------|:-------------------------|:--------------------|:-------------------------------------| | Goodwill | $8,051 | — | $8,051 | indefinite | | Trademarks | $700 | $(64) | $636 | 5 | | Developed Technology | $1,913 | $(167) | $1,746 | 10 | | Customer Relationships | $7,455 | $(488) | $6,967 | 7 | | Total | $18,119 | $(719) | $17,400 | | - Amortization expense for intangible assets totaled $0.36 million for the three months and $0.66 million for the nine months ended March 31, 2022[61](index=61&type=chunk) [Note 9. Accounts Payable and Accrued Expenses](index=18&type=page&id=Note%209.%20Accounts%20Payable%20and%20Accrued%20Expenses) Details the composition of accounts payable and accrued expenses as of March 31, 2022 and June 30, 2021 Accounts Payable and Accrued Expenses Data | Account (in thousands) | March 31, 2022 | June 30, 2021 | |:----------------------------------|:---------------|:--------------| | Accounts payable | $3,790 | $1,188 | | Accrued salaries and benefits | $5,041 | $4,415 | | Accrued professional fees | $548 | $49 | | Accrued goods received not invoiced | $167 | $761 | | Other accrued expenses | $363 | $414 | | Totals | $10,025 | $6,954 | - Total accounts payable and accrued expenses increased by $3.07 million from June 30, 2021, to March 31, 2022, driven by higher accounts payable and accrued salaries/benefits[64](index=64&type=chunk) [Note 10. Concentrations](index=18&type=page&id=Note%2010.%20Concentrations) Highlights significant customer revenue concentrations for the three and nine months ended March 31, 2022 and 2021 Customer Concentration (3 Months) | Customer Concentration | 3 Months Ended Mar 31, 2022 | 3 Months Ended Mar 31, 2021 | |:-----------------------|:----------------------------|:----------------------------| | Customer 1 | — | **57%** | | Customer 2 | **23%** | **34%** | Customer Concentration (9 Months) | Customer Concentration | 9 Months Ended Mar 31, 2022 | 9 Months Ended Mar 31, 2021 | |:-----------------------|:----------------------------|:----------------------------| | Customer 1 | **43%** | — | | Customer 2 | **25%** | **38%** | | Customer 3 | **11%** | — | - Customer concentration shifted, with Customer 1 becoming a significant revenue source (**43%**) for the nine months ended March 31, 2022, while Customer 2's percentage decreased[70](index=70&type=chunk)[71](index=71&type=chunk) [Note 11. Equity](index=20&type=page&id=Note%2011.%20Equity) Details equity changes, including common stock issuances and stock-based compensation, for the nine months ended March 31, 2022 Equity Offering Program Data | Equity Offering Program (in millions) | 9 Months Ended Mar 31, 2022 | |:--------------------------------------|:----------------------------| | Gross Proceeds | $26.1 | | Offering Expenses | $0.5 | | Net Proceeds | $25.6 | | Number of Shares Sold | 3,644,396 | | Average Price per Share | $7.17 | - The Company completed its $100.00 million Equity Offering Program, selling 3,644,396 shares for net proceeds of $25.60 million during the nine months ended March 31, 2022[72](index=72&type=chunk)[73](index=73&type=chunk) - Stock-based compensation expense totaled $2.51 million for the three months and $7.75 million for the nine months ended March 31, 2022, contributing to R&D and G&A expenses[78](index=78&type=chunk) [Note 12. Commitments and Contingencies](index=21&type=page&id=Note%2012.%20Commitments%20and%20Contingencies) Discloses the company's lease obligations, legal proceedings, and other contractual commitments Lease Metric Data | Lease Metric (in thousands) | March 31, 2022 | |:----------------------------|:---------------| | Operating lease right-of-use asset, net | $317 | | Operating lease liability - current | $292 | | Operating lease liability - long term | $18 | | Weighted Average Remaining Lease Term | 1.00 years | | Weighted Average Discount Rate | **11.6%** | - The Company is involved in a patent infringement and unfair competition lawsuit filed by Qorvo, Inc., which it believes is without merit and intends to vigorously defend[87](index=87&type=chunk) - The Company has an agreement with the Ontario County Industrial Development Agency for its New York fabrication facility, providing tax savings and exemptions[86](index=86&type=chunk) [Note 13. Segment Information](index=23&type=page&id=Note%2013.%20Segment%20Information) Provides financial data by operating segment: Foundry Fabrication Services and RF Product - The Company operates in two segments: Foundry Fabrication Services and RF Product, with all general and administrative costs allocated to the RF Product segment[90](index=90&type=chunk) Segment Revenue Data | Segment (in thousands) | 3 Months Ended Mar 31, 2022 Revenue | 3 Months Ended Mar 31, 2021 Revenue | 9 Months Ended Mar 31, 2022 Revenue | 9 Months Ended Mar 31, 2021 Revenue | |:-----------------------|:------------------------------------|:------------------------------------|:------------------------------------|:------------------------------------| | Foundry Fabrication Services | $407 | $1,537 | $1,203 | $2,264 | | RF Product | $4,200 | $980 | $8,943 | $2,197 | | Total | $4,607 | $2,517 | $10,146 | $4,461 | - The RF Product segment experienced significant revenue growth, while the Foundry Fabrication Services segment saw a decline in revenue[91](index=91&type=chunk) [Note 14. Loss Per Share](index=23&type=page&id=Note%2014.%20Loss%20Per%20Share) Presents basic and diluted net loss per common share and weighted average shares outstanding Loss Per Share Data | Metric | 3 Months Ended Mar 31, 2022 | 3 Months Ended Mar 31, 2021 | 9 Months Ended Mar 31, 2022 | 9 Months Ended Mar 31, 2021 | |:--------------------------------------|:----------------------------|:----------------------------|:----------------------------|:----------------------------| | Net loss per common share - basic and diluted | $(0.27) | $(0.22) | $(0.80) | $(0.83) | | Weighted average common shares outstanding | 55,217,220 | 45,620,610 | 53,177,679 | 41,047,723 | - Basic and diluted net loss per common share was $(0.27) for the three months and $(0.80) for the nine months ended March 31, 2022[9](index=9&type=chunk) - Common stock equivalents (options and warrants) were excluded from diluted EPS calculations due to the reported net losses, making their inclusion anti-dilutive[92](index=92&type=chunk)[95](index=95&type=chunk) [Note 15. Income Taxes](index=25&type=page&id=Note%2015.%20Income%20Taxes) Details income tax expense, effective tax rate, and deferred tax liabilities for the reporting periods - The Company recorded income tax expense of $(0.13) million for the three months and $(0.07) million for the nine months ended March 31, 2022[97](index=97&type=chunk) - The effective tax rate was **0.9%** and **0.2%** for the three and nine months ended March 31, 2022, respectively, differing from the statutory rate due to state taxes and a valuation allowance against deferred tax assets[97](index=97&type=chunk) - The RFMi acquisition included an approximately $2.00 million deferred tax liability related to acquired identifiable intangible assets[96](index=96&type=chunk) [Note 16. Fair Value Measurement](index=25&type=page&id=Note%2016.%20Fair%20Value%20Measurement) Explains the fair value measurement of contingent consideration related to the RFMi acquisition Contingent Consideration Data | Contingent Consideration (in thousands) | March 31, 2022 | |:----------------------------------------|:---------------| | Beginning balance | $0 | | Initial fair value | $1,099 | | Change in fair value | $180 | | Ending balance | $1,279 | - The fair value of Level 3 contingent consideration, related to the RFMi acquisition, increased by $0.18 million during the nine months ended March 31, 2022, to an ending balance of $1.28 million[100](index=100&type=chunk) - Fair value measurements for contingent consideration are estimated using a Monte Carlo simulation with unobservable inputs, including probability assessments of future RFMi product sales and revenue volatility[100](index=100&type=chunk) [Note 17. Subsequent Events](index=25&type=page&id=Note%2017.%20Subsequent%20Events) Discloses significant events occurring after the balance sheet date, including further RFMi acquisition and a new ATM sales agreement - On April 29, 2022, the Company acquired the remaining **49%** ownership interest in RFMi for an additional $3.50 million in cash and 420,053 shares of common stock (fair value $1.90 million)[101](index=101&type=chunk) - On May 2, 2022, the Company entered into a new ATM Sales Agreement to sell up to $50.00 million of common stock for general corporate purposes[102](index=102&type=chunk)[166](index=166&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=27&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management's discussion and analysis of financial performance and condition for the three and nine months ended March 31, 2022 [Cautionary Note Regarding Forward-Looking Statements](index=27&type=page&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) Warns about risks and uncertainties associated with forward-looking statements in the report - The report contains forward-looking statements regarding future operations, financial performance, capital utilization, customer engagement, and intellectual property, which are subject to risks and uncertainties[105](index=105&type=chunk) - Actual results may differ materially due to factors such as financing availability, operating history, profitability, R&D outcomes, market acceptance, COVID-19 impact, supply shortages, and intellectual property disputes[106](index=106&type=chunk) [Overview](index=28&type=page&id=Overview) Describes Akoustis's business, proprietary XBAW technology, and strategic focus in the RF filter market - Akoustis is an emerging commercial product company focused on developing and manufacturing innovative RF filter solutions using its proprietary XBAW technology for 5G, Wi-Fi, and defense bands[109](index=109&type=chunk) - The Company operates an integrated device manufacturing (IDM) business model, owning its wafer-manufacturing facility in New York and leveraging its IP portfolio of 58 patents and 100 pending applications[111](index=111&type=chunk)[112](index=112&type=chunk) - Through its majority-owned subsidiary RFMi, Akoustis also sells complementary SAW resonators, RF filters, crystal resonators, and ceramic products[109](index=109&type=chunk) [Impact of COVID-19 on our Business](index=29&type=page&id=Impact%20of%20COVID-19%20on%20our%20Business) Discusses the ongoing effects of the COVID-19 pandemic on the company's operations, supply chain, and financial results - COVID-19 containment measures have negatively impacted business activity, leading to declining demand, price reductions in the electronics industry, and delays in material and equipment shipments from suppliers[119](index=119&type=chunk) - The Company continues to monitor the situation and may alter business operations as needed, with the ultimate effects on its business and financial results remaining uncertain[120](index=120&type=chunk) [Recent Developments](index=30&type=page&id=Recent%20Developments) Highlights recent business achievements, including new design wins and key personnel changes - Akoustis secured five new Wi-Fi design wins, increasing the total to thirteen, and received a 5G mobile XBAW filter order from a new Tier-1 RF module and filter maker[122](index=122&type=chunk) - Ken Boller was appointed as the new Chief Financial Officer on February 10, 2022[122](index=122&type=chunk) [Critical Accounting Policies](index=30&type=page&id=Critical%20Accounting%20Policies) Confirms no material changes to critical accounting policies and estimates since the last annual report - There have been no material changes to the Company's critical accounting policies and estimates since the 2021 Annual Report[123](index=123&type=chunk) [Results of Operations](index=30&type=page&id=Results%20of%20Operations) Analyzes the company's financial performance, including revenue, cost of revenue, and operating expenses, for the reported periods [Three Months Ended March 31, 2022 and 2021](index=30&type=page&id=Three%20Months%20Ended%20March%2031%2C%202022%20and%202021) Compares financial results for the three-month periods, focusing on revenue, expenses, and net loss - Revenue increased by $2.10 million (**83%**) to $4.60 million, primarily due to a $3.20 million (**328%**) increase in RF product revenue, partially offset by a $1.10 million decrease in non-recurring engineering services[124](index=124&type=chunk) - Cost of revenue rose by $2.40 million, mainly from RF product revenue costs, leading to a gross loss of $(763) thousand[125](index=125&type=chunk) - R&D expenses increased by $3.10 million (**59%**) to $8.30 million, driven by higher personnel, facility, and material costs[125](index=125&type=chunk) - G&A expenses increased by $2.30 million to $5.70 million, due to higher employee compensation, professional fees, and intangible amortization[126](index=126&type=chunk) - Net loss widened by $4.60 million (**45%**) to $14.80 million, primarily due to increased operating expenses, partially offset by revenue growth and lower other expenses[129](index=129&type=chunk) [Nine Months Ended March 31, 2022 and 2021](index=31&type=page&id=Nine%20Months%20Ended%20March%2031%2C%202022%20and%202021) Compares financial results for the nine-month periods, focusing on revenue, expenses, and net loss - Revenue increased by $5.70 million (**127%**) to $10.10 million, driven by a $7.00 million (**350%**) increase in RF product revenue, partially offset by a $1.10 million decrease in non-recurring engineering services[130](index=130&type=chunk) - Cost of revenue increased by $5.60 million, primarily from RF product revenue costs and non-recurring engineering costs, resulting in a gross loss of $(2.68) million[131](index=131&type=chunk) - R&D expenses increased by $8.30 million (**48.4%**) to $25.50 million, mainly due to higher personnel, facility, and material costs[132](index=132&type=chunk) - G&A expenses increased by $5.00 million to $14.70 million, driven by higher employee compensation, professional fees, insurance, and intangible amortization[133](index=133&type=chunk) - Net loss widened by $8.90 million (**26.1%**) to $42.90 million, primarily due to increased operating expenses, partially offset by revenue growth and a decrease in other expenses[136](index=136&type=chunk) [Liquidity and Capital Resources](index=32&type=page&id=Liquidity%20and%20Capital%20Resources) Examines the company's cash position, capital structure, and ability to meet financial obligations - Cash and cash equivalents decreased by $32.40 million to $55.90 million as of March 31, 2022, primarily due to $33.30 million used in operations and $25.60 million in investing activities, partially offset by $26.40 million from financing activities[138](index=138&type=chunk) - The Company estimates current cash will fund operations beyond the next twelve months but acknowledges historical operating losses and potential need for additional capital[138](index=138&type=chunk) - Total assets increased to $132.10 million, while total liabilities increased to $13.65 million, largely due to the RFMi acquisition's contingent liability and deferred tax liability[139](index=139&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=33&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Quantitative and qualitative disclosures about market risk are not applicable to smaller reporting companies - The Company, as a smaller reporting company, is not required to provide quantitative and qualitative disclosures about market risk[145](index=145&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=33&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management's evaluation of disclosure controls and procedures, concluding effectiveness as of March 31, 2022, with no material changes - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2022[147](index=147&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2022[148](index=148&type=chunk) PART II — OTHER INFORMATION Contains disclosures on legal proceedings, risk factors, equity sales, and other relevant information not covered in Part I [ITEM 1. LEGAL PROCEEDINGS](index=34&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Discloses the company's involvement in a patent infringement lawsuit by Qorvo, Inc., and intent to vigorously defend - Akoustis and its subsidiary are defendants in a patent infringement, false advertising, and unfair competition lawsuit filed by Qorvo, Inc. on October 4, 2021[150](index=150&type=chunk) - The Company believes the lawsuit is without merit and intends to vigorously defend, but acknowledges the potential for significant expenses, diversion of management attention, and adverse impacts on business[150](index=150&type=chunk) [ITEM 1A. RISK FACTORS](index=34&type=page&id=ITEM%201A.%20RISK%20FACTORS) Updates key risks, including IP infringement, acquisition risks, and COVID-19/supply chain disruptions - The Company faces risks from third-party intellectual property infringement claims, which could lead to substantial damages, injunctions, or costly redesigns, as exemplified by the ongoing lawsuit with Qorvo, Inc[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Acquisitions, such as the recent RFMi acquisition, pose risks including integration problems, dilution to shareholders, increased expenses, assumption of unknown liabilities, and diversion of management attention[157](index=157&type=chunk)[158](index=158&type=chunk) - The COVID-19 pandemic and semiconductor supply shortages continue to disrupt business activities, impacting supply chains, increasing lead times and costs for components, and potentially reducing customer demand[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=38&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Confirms no unregistered sales of equity securities during the period, apart from previously disclosed Form 8-K filings - No unregistered sales of equity securities occurred during the period covered by this report, other than those previously reported in Form 8-K filings[164](index=164&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=38&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) States that there are no defaults upon senior securities to report for the period - This item is not applicable[164](index=164&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) Indicates that mine safety disclosures are not applicable to the Company - This item is not applicable[164](index=164&type=chunk) [ITEM 5. OTHER INFORMATION](index=38&type=section&id=ITEM%205.%20OTHER%20INFORMATION) Discloses the company's new ATM Sales Agreement on May 2, 2022, to sell up to $50 million of common stock - On May 2, 2022, the Company entered into an ATM Sales Agreement to sell up to $50.00 million of common stock through sales agents[166](index=166&type=chunk) - Net proceeds from this offering are intended for general corporate purposes[166](index=166&type=chunk) [ITEM 6. EXHIBITS](index=39&type=section&id=ITEM%206.%20EXHIBITS) Lists all exhibits filed as part of the Form 10-Q report, including the new ATM Sales Agreement and certifications - The Exhibit Index includes the ATM Sales Agreement dated May 2, 2022, corporate governance documents, legal opinions, and various certifications[171](index=171&type=chunk) [SIGNATURES](index=40&type=section&id=SIGNATURES) Certifies the filing of the report by the company's authorized officer - The report is signed by Kenneth E. Boller, Chief Financial Officer, on behalf of Akoustis Technologies, Inc. on May 2, 2022[173](index=173&type=chunk)[174](index=174&type=chunk)

Financial Data and Key Metrics Changes - The company reported record revenue of $3.7 million for the second quarter, representing a 96% increase compared to the previous quarter [23] - GAAP operating loss was $15.2 million, with a net loss per share of $0.29, while non-GAAP operating loss was $12.3 million, with a non-GAAP net loss per share of $0.21 [23] - Cash used in operating activities decreased to $10.8 million from $12.7 million in the prior quarter, and the company exited the quarter with $67.5 million in cash and cash equivalents [24] Business Line Data and Key Metrics Changes - The WiFi business saw significant growth, with the number of customers in production increasing fivefold and new design wins announced [8][12] - In the 5G mobile segment, the number of customers doubled from two to four, including a multibillion-dollar tier-1 module maker [13][17] - The infrastructure business is set to enter production with its first Citizens Broadband Radio Service (CBRS) customer [18][20] Market Data and Key Metrics Changes - The company expects revenue growth of more than 25% for the third fiscal quarter ending March 31, 2022, driven by increased customer activity in WiFi and 5G markets [9][24] - The WiFi 6E market is anticipated to see a significant increase in demand, with the company having 12 commercialized XBAW WiFi filters [12][48] Company Strategy and Development Direction - The company aims to ramp production from five customers to more than eight by the end of the current quarter, with additional design wins expected [26] - There is a focus on integrating multiple filters into a single module to enhance product offerings and profitability [42][51] - The company is also bringing wafer-level packaging (WLP) in-house to improve quality and cost control [16][74] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued sequential revenue growth despite ongoing semiconductor supply chain challenges [8][26] - The company is optimistic about the market opportunities for its patented high-frequency XBAW filters, with a substantial IP portfolio [29] - Management highlighted the importance of customer relationships and the potential for repeat business and additional design wins [40][59] Other Important Information - The company raised $13.4 million through additional at-the-market equity financing during the December quarter [24] - The company has 56 issued patents and 93 patents pending, indicating a strong focus on innovation and technology development [29] Q&A Session Summary Question: Impact of supply chain shortages on revenue - Management acknowledged that supply chain shortages have caused delays in ordering times and may impact revenue guidance for the March quarter [32][38] Question: Customer engagement and repeat design wins - Management confirmed strong relationships with customers, with multiple programs ongoing and a high likelihood of repeat business [40][42] Question: Financial differences between WiFi 6 and 6E - Management indicated that WiFi 6E filters typically command a price premium of over 25% compared to WiFi 6 filters, with higher content per system expected [48][51] Question: Mobile market strategy and partnerships - Management emphasized the importance of partnerships in the mobile market, indicating ongoing discussions with potential partners to scale production capacity [55][57] Question: Sales pipeline and product opportunities - Management reported a healthy sales pipeline, with a focus on WiFi 6E products and ongoing development efforts in Asia [78]

PART I — FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The unaudited condensed consolidated financial statements reflect the RFMi acquisition, higher operating expenses, and a net loss of $15.2 million for the quarter [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $134.1 million, driven by goodwill and intangibles from the RFMi acquisition, while total equity rose to $123.7 million Key Balance Sheet Metrics | | December 31, 2021 (in thousands) | June 30, 2021 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $75,413 | $93,196 | | **Total Assets** | $134,112 | $124,994 | | **Total Current Liabilities** | $7,112 | $7,265 | | **Total Liabilities** | $10,444 | $7,584 | | **Total Equity** | $123,668 | $117,410 | - **Goodwill of $7.8 million** and **net intangibles of $10.2 million** were recorded as of December 31, 2021, primarily resulting from the RFMi acquisition, compared to zero goodwill and $0.6 million in intangibles at June 30, 2021[7](index=7&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenue grew to $3.7 million, but the net loss widened to $15.2 million due to increased R&D and G&A expenses Quarterly Operating Results | Metric (in thousands, except per share data) | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | | :--- | :--- | :--- | | **Revenue** | $3,672 | $1,308 | | **Gross profit (loss)** | $(877) | $(1,294) | | **Loss from operations** | $(15,215) | $(10,221) | | **Net loss** | $(15,245) | $(11,910) | | **Net loss per common share** | $(0.29) | $(0.30) | - Research and development expenses **increased by 65% YoY to $9.2 million**, and general and administrative expenses **rose by 53% YoY to $5.1 million**[9](index=9&type=chunk) [Condensed Consolidated Statements of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased to $123.7 million, driven by stock issuances and the RFMi acquisition, offsetting a $28.1 million net loss for the six-month period - For the six months ended December 31, 2021, the company issued common stock for cash, raising **net proceeds of $18.8 million**[11](index=11&type=chunk)[12](index=12&type=chunk) - A **noncontrolling interest of $7.5 million** was recorded in the quarter ended December 31, 2021, following the acquisition of a 51% stake in RFMi[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents decreased by $20.9 million to $67.5 million, reflecting cash used in operations and investing activities Six-Month Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2020 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | $(23,538) | $(16,170) | | **Net Cash Used in Investing Activities** | $(16,615) | $(4,491) | | **Net Cash Provided by Financing Activities** | $19,298 | $24,038 | | **Net (Decrease) Increase in Cash** | $(20,855) | $3,377 | | **Cash at End of Period** | $67,467 | $47,785 | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the RFMi acquisition, segment performance, a patent infringement lawsuit, and management's assessment of liquidity - On October 15, 2021, the Company acquired a 51% ownership interest in RFM Integrated Device, Inc ("RFMi") for **$6.0 million in cash and approximately $2.5 million in common stock**[48](index=48&type=chunk) - The company operates in two segments; for the three months ended Dec 31, 2021, the **RF Product segment generated $3.3 million in revenue** and an **operating loss of $15.2 million**[89](index=89&type=chunk)[90](index=90&type=chunk) - On October 4, 2021, **Qorvo, Inc. filed a complaint against the company** alleging patent infringement, false advertising, and unfair competition, which the company believes is without merit[87](index=87&type=chunk) - As of December 31, 2021, the company had **cash and cash equivalents of $67.5 million**, which it believes is sufficient to fund operations for more than twelve months[23](index=23&type=chunk)[24](index=24&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses rising revenue driven by RF product sales, a widening net loss from increased expenses, and sufficient liquidity [Overview](index=27&type=section&id=Overview) The company develops RF filter solutions using its XBAW™ technology and recently expanded its portfolio through the RFMi acquisition - The company develops, designs, and manufactures RF filter solutions for wireless applications using its **proprietary XBAW™ technology**[104](index=104&type=chunk) - Recent developments include a **design win for Wi-Fi 6E filters**, entering the timing control market, acquiring a majority position in RFMi, and receiving a purchase order from a **new tier-1 5G mobile customer**[117](index=117&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Quarterly revenue rose to $3.7 million, but the net loss increased to $15.2 million due to higher costs and operating expenses Quarterly Results Comparison | Metric (in millions) | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $3.7 | $1.3 | +$2.4 | | **Cost of Revenue** | $4.5 | $2.6 | +$1.9 | | **R&D Expenses** | $9.2 | $5.6 | +$3.6 | | **G&A Expenses** | $5.1 | $3.3 | +$1.8 | | **Net Loss** | $15.2 | $11.9 | +$3.3 | Six-Month Results Comparison | Metric (in millions) | Six Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2020 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $5.5 | $1.9 | +$3.6 | | **Cost of Revenue** | $7.5 | $4.3 | +$3.2 | | **R&D Expenses** | $17.2 | $11.9 | +$5.3 | | **G&A Expenses** | $9.0 | $6.3 | +$2.7 | | **Net Loss** | $28.1 | $23.9 | +$4.2 | [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company holds $67.5 million in cash, deemed sufficient for the next year, despite a decrease from operating and investing activities - The company had **$67.5 million in cash and cash equivalents** as of December 31, 2021[133](index=133&type=chunk) - During the six months ended December 31, 2021, the company raised **gross proceeds of approximately $19.1 million** from its ATM Equity Offering Sales Agreement[132](index=132&type=chunk) - Cash flow for the six months ended Dec 31, 2021: **Operating activities used $23.5 million**, **investing activities used $16.6 million**, and **financing activities provided $19.3 million**[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This disclosure is not required as the company qualifies as a smaller reporting company - This disclosure is not applicable to smaller reporting companies[140](index=140&type=chunk) [Controls and Procedures](index=33&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - Management concluded that as of December 31, 2021, the company's **disclosure controls and procedures were effective** at the reasonable assurance level[142](index=142&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, internal controls[143](index=143&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=34&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is defending a patent infringement lawsuit filed by Qorvo, Inc, which it believes is without merit - The company is a defendant in a **lawsuit filed by Qorvo, Inc.** alleging patent infringement and other claims, as described in Note 12 of the financial statements[87](index=87&type=chunk)[145](index=145&type=chunk) [Risk Factors](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS) Key risks include potential negative impacts from intellectual property litigation and challenges related to integrating acquisitions - The company faces **risks from intellectual property infringement claims**, such as the lawsuit filed by Qorvo, Inc, which could lead to substantial damages, injunctions, or costly settlements[147](index=147&type=chunk)[148](index=148&type=chunk) - Recent and future acquisitions, including the RFMi transaction, present **risks such as integration problems**, increased expenses, assumption of unknown liabilities, and potential dilution to existing shareholders[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company issued 262,533 unregistered shares of common stock as partial payment for the acquisition of RFMi - On November 12, 2021, the Company **issued 262,533 shares of its common stock** to Tai-Saw Technology Co Ltd as partial payment for its 51% ownership interest in RFMi in an exempt transaction[154](index=154&type=chunk) [Defaults Upon Senior Securities](index=38&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports that this item is not applicable - Not applicable[156](index=156&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company reports that this item is not applicable - Not applicable[156](index=156&type=chunk) [Other Information](index=38&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reports that this item is not applicable - Not applicable[156](index=156&type=chunk) [Exhibits](index=39&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the report, including officer certifications and interactive data files - The report includes **certifications from the Principal Executive Officer and Principal Financial Officer** (Exhibits 31.1, 31.2, 32.1, 32.2) and **Interactive Data Files** (Exhibit 101)[158](index=158&type=chunk)

Akoustis Technologies, Inc. (NASDAQ:AKTS) Q1 2022 Earnings Conference Call November 1, 2021 8:00 AM ET Company Participants Thomas Sepenzis - Investor Relations Jeff Shealy - Founder and Chief Executive Officer Ken Boller - Interim Chief Financial Officer Dave Aichele - Executive Vice President, Business Development Rohan Houlden - Chief Product Officer Kamran Cheema - Vice President, Engineering Conference Call Participants Harsh Kumar - Piper Sandler Suji Desilva - ROTH Capital Wei Mok - Oppenheimer Antho ...

Akoustis Technologies, Inc. (NASDAQ:AKTS) Q4 2021 Earnings Conference Call August 30, 2021 8:00 AM ET Company Participants Tom Sepenzis – Vice President of Corporate Development and Investor Relations Jeff Shealy – Founder and Chief Executive Officer Ken Boller – Interim Chief Financial Officer Dave Aichele – Executive Vice President of Business Development Conference Call Participants Anthony Stoss – Craig Hallum Suji Desilva – ROTH Capital Harsh Kumar – Piper Sandler Rick Schafer – Oppenheimer Operator Go ...

PART I [Business](index=8&type=section&id=Item%201.%20Business) Akoustis Technologies designs and manufactures RF filter solutions for wireless and defense applications using proprietary XBAW™ technology, operating an integrated manufacturing model - The company focuses on developing and manufacturing RF filter solutions for 5G, WiFi, and defense applications using its proprietary XBAW™ technology[17](index=17&type=chunk) - Akoustis operates a **120,000-square foot** wafer-manufacturing facility in Canandaigua, New York, to produce its high-performance RF filter circuits[19](index=19&type=chunk) - As of August 19, 2021, the company's IP portfolio included **52 issued patents** and **82 pending patent applications** covering its XBAW™ RF filter technology[20](index=20&type=chunk) - The company has incurred cumulative losses of approximately **$147.8 million** from its inception in May 2014 through June 30, 2021, primarily due to R&D and commercialization costs[34](index=34&type=chunk) - Key competitors in the RF filter market include Broadcom Corporation, Murata, Qorvo, Inc., Skyworks Solutions Inc., Taiyo Yuden, and Qualcomm[68](index=68&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including a limited operating history, persistent losses, intense competition, supply chain dependencies, and the need for substantial additional funding - The company has a limited operating history and has incurred net losses of approximately **$148 million** since inception, with an expectation of continued negative cash flow[89](index=89&type=chunk)[91](index=91&type=chunk) - The COVID-19 pandemic poses risks to manufacturing operations, supply chain, and sales activities, potentially delaying product launches and impacting financial results[95](index=95&type=chunk)[96](index=96&type=chunk)[98](index=98&type=chunk) - The company faces intense competition from established semiconductor manufacturers with greater resources, and its success depends on keeping pace with rapid technological changes[99](index=99&type=chunk)[122](index=122&type=chunk) - A substantial portion of revenue is expected to come from a small number of large customers, making the company dependent on their success and purchasing decisions[136](index=136&type=chunk)[137](index=137&type=chunk) - The company's ability to protect its intellectual property is critical; as of August 19, 2021, it had **82 pending patent applications** which may not result in issued patents that fully protect its technology[153](index=153&type=chunk) [Unresolved Staff Comments](index=45&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - None[225](index=225&type=chunk) [Properties](index=46&type=section&id=Item%202.%20Properties) The company operates from a leased headquarters in Huntersville, NC, and owns a **120,000 sq. ft.** MEMS fabrication facility in Canandaigua, NY - The company leases its **22,000 sq. ft.** headquarters in Huntersville, NC, and owns a **120,000 sq. ft.** fabrication facility in Canandaigua, NY[226](index=226&type=chunk) [Legal Proceedings](index=46&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently aware of any material pending legal proceedings to which it is a party or that are contemplated by any governmental authority - The company is not aware of any material pending legal proceedings[227](index=227&type=chunk) [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[227](index=227&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=47&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq, with **51.3 million shares outstanding** as of August 20, 2021, and no history or plans for cash dividends - As of August 20, 2021, there were **51,310,014 shares** of Common Stock outstanding[230](index=230&type=chunk) - The company has never paid cash dividends and does not intend to in the foreseeable future[231](index=231&type=chunk) Equity Compensation Plan Information as of June 30, 2021 | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders - options | 2,497,577 | $6.49 | 2,570,911 | | Equity compensation plans approved by security holders – restricted stock units | 1,747,608 | $0.00 | - | | **Total** | **4,245,185** | | **2,570,911** | [Selected Financial Data](index=48&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not applicable as the company is a smaller reporting company - Not applicable[236](index=236&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue increased to **$6.6 million** in FY2021, but net loss widened to **$44.2 million** due to increased operating costs, while cash improved to **$88.3 million** from financing activities Results of Operations (Fiscal Year Ended June 30) | Metric | 2021 (in millions) | 2020 (in millions) | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6.6 | $1.8 | +$4.8 | +267% | | Cost of Revenue | $10.6 | $2.4 | +$8.2 | +342% | | Gross Profit (Loss) | ($4.0) | ($0.6) | -$3.4 | -567% | | R&D Expenses | $24.1 | $20.5 | +$3.6 | +17% | | G&A Expenses | $13.3 | $10.9 | +$2.4 | +22% | | Net Loss | ($44.2) | ($36.1) | -$8.1 | -22% | - The company raised approximately **$62.7 million** in gross proceeds through its ATM Program and **$21.5 million** through a Registered Direct Offering during fiscal year 2021[260](index=260&type=chunk)[261](index=261&type=chunk) - Cash and cash equivalents increased by **$44.0 million** to **$88.3 million** as of June 30, 2021, primarily due to financing activities[259](index=259&type=chunk) - Cash used in operating activities increased to **$29.4 million** in FY2021 from **$21.3 million** in FY2020, due to higher operating expenses from ramping up development and commercialization[265](index=265&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - Not applicable[267](index=267&type=chunk) [Financial Statements and Supplemental Data](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplemental%20Data) This section presents the company's audited consolidated financial statements for FY2021 and FY2020, with an unqualified opinion from Marcum LLP - The independent auditor, Marcum LLP, provided an unqualified opinion on the consolidated financial statements[273](index=273&type=chunk)[277](index=277&type=chunk) Consolidated Balance Sheet Highlights (as of June 30) | Metric | 2021 (in thousands) | 2020 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $88,322 | $44,308 | | Total Current Assets | $93,196 | $46,203 | | Total Assets | $124,994 | $71,433 | | Total Current Liabilities | $7,265 | $6,130 | | Total Liabilities | $7,584 | $29,938 | | Total Stockholders' Equity | $117,410 | $41,495 | Consolidated Statement of Operations Highlights (Year Ended June 30) | Metric | 2021 (in thousands) | 2020 (in thousands) | | :--- | :--- | :--- | | Revenue | $6,618 | $1,790 | | Gross profit (loss) | ($4,033) | ($624) | | Loss from operations | ($41,394) | ($32,038) | | Net loss | ($44,156) | ($36,140) | | Net loss per common share | ($1.02) | ($1.07) | Consolidated Statement of Cash Flows Highlights (Year Ended June 30) | Metric | 2021 (in thousands) | 2020 (in thousands) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($29,364) | ($21,305) | | Net Cash Used in Investing Activities | ($12,491) | ($9,891) | | Net Cash Provided by Financing Activities | $85,769 | $45,450 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=83&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[411](index=411&type=chunk) [Controls and Procedures](index=83&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that both disclosure controls and internal control over financial reporting were effective as of June 30, 2021, with no material changes reported - Management concluded that as of June 30, 2021, the company's disclosure controls and procedures were effective[413](index=413&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of June 30, 2021[415](index=415&type=chunk) [Other Information](index=83&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[416](index=416&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=84&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The information required for this item is incorporated by reference from the company's Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders - Information is incorporated by reference to the company's 2021 Proxy Statement[418](index=418&type=chunk) [Executive Compensation](index=84&type=section&id=Item%2011.%20Executive%20Compensation) The information required for this item is incorporated by reference from the company's Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders - Information is incorporated by reference to the company's 2021 Proxy Statement[419](index=419&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters](index=84&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholders%20Matters) The information required for this item is incorporated by reference from the company's Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders - Information is incorporated by reference to the company's 2021 Proxy Statement[420](index=420&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=84&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The information required for this item is incorporated by reference from the company's Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders - Information is incorporated by reference to the company's 2021 Proxy Statement[420](index=420&type=chunk) [Principal Accountant Fees and Services](index=84&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The information required for this item is incorporated by reference from the company's Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders - Information is incorporated by reference to the company's 2021 Proxy Statement[421](index=421&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=85&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements and provides an index of all exhibits filed with the report, with financial statement schedules omitted - This section lists the financial statements and exhibits filed with the Form 10-K[423](index=423&type=chunk)[428](index=428&type=chunk) - All financial statement schedules have been omitted because they are not applicable or the information is already present in the financial statements or notes[425](index=425&type=chunk)