PART I — FINANCIAL INFORMATION Presents unaudited condensed consolidated financial statements and management's discussion and analysis for the reporting period ITEM 1. FINANCIAL STATEMENTS 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 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 liquidity7 - Total assets increased by $7.10 million, primarily driven by increases in property and equipment, goodwill, and intangibles, largely due to the RFMi acquisition7 Condensed Consolidated Statements of Operations 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 products9 - 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 growth9 Condensed Consolidated Statements of Changes in Equity 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 issuances11 - 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 Condensed Consolidated Statements of Cash Flows 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 commercialization19142 - 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)19143 - Financing activities provided $26.38 million, significantly lower than the $78.00 million in the prior year, mainly from common stock issuance19144 Notes to the Condensed Consolidated Financial Statements Provides detailed explanations and disclosures for the financial statements, covering accounting policies, acquisitions, and other financial items Note 1. Organization 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 applications23 - 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 products23 Note 2. Liquidity 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 capital24 - 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 needs2425 Note 3. Summary of Significant Accounting Policies 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 included26 - 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/income27 - 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 assets28 Note 4. Revenue Recognition from Contracts with Customers 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)3132 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 year33353637 - The backlog of unsatisfied performance obligations expected to be recognized as revenue during the current fiscal year was $9.20 million at March 31, 202243 Note 5: Inventory 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 goods45 Note 6. Property and Equipment, net 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 expenditures47 - 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 periods48 Note 7. Business Acquisition 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 stock49 - The total consideration for the 51% acquisition was $9.40 million, including cash, common stock, and the fair value of contingent consideration52 - The acquisition resulted in $8.05 million in goodwill and $9.45 million in intangible assets (trademarks, developed technology, customer relationships)52535456 - 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, 202250 Note 8: Goodwill and Intangible Assets 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, 202261 Note 9. Accounts Payable and Accrued Expenses 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/benefits64 Note 10. Concentrations 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 decreased7071 Note 11. Equity 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, 20227273 - 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 expenses78 Note 12. Commitments and Contingencies 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 defend87 - The Company has an agreement with the Ontario County Industrial Development Agency for its New York fabrication facility, providing tax savings and exemptions86 Note 13. Segment Information 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 segment90 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 revenue91 Note 14. Loss Per Share 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, 20229 - Common stock equivalents (options and warrants) were excluded from diluted EPS calculations due to the reported net losses, making their inclusion anti-dilutive9295 Note 15. Income Taxes 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, 202297 - 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 assets97 - The RFMi acquisition included an approximately $2.00 million deferred tax liability related to acquired identifiable intangible assets96 Note 16. Fair Value Measurement 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 million100 - 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 volatility100 Note 17. Subsequent Events 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 - 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 purposes102166 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 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 uncertainties105 - 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 disputes106 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 bands109 - 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 applications111112 - Through its majority-owned subsidiary RFMi, Akoustis also sells complementary SAW resonators, RF filters, crystal resonators, and ceramic products109 Impact of COVID-19 on our Business 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 suppliers119 - 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 uncertain120 Recent Developments 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 maker122 - Ken Boller was appointed as the new Chief Financial Officer on February 10, 2022122 Critical Accounting Policies 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 Report123 Results of Operations 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 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 services124 - Cost of revenue rose by $2.40 million, mainly from RF product revenue costs, leading to a gross loss of $(763) thousand125 - R&D expenses increased by $3.10 million (59%) to $8.30 million, driven by higher personnel, facility, and material costs125 - G&A expenses increased by $2.30 million to $5.70 million, due to higher employee compensation, professional fees, and intangible amortization126 - 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 expenses129 Nine Months Ended March 31, 2022 and 2021 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 services130 - 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) million131 - R&D expenses increased by $8.30 million (48.4%) to $25.50 million, mainly due to higher personnel, facility, and material costs132 - G&A expenses increased by $5.00 million to $14.70 million, driven by higher employee compensation, professional fees, insurance, and intangible amortization133 - 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 expenses136 Liquidity and Capital Resources 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 activities138 - The Company estimates current cash will fund operations beyond the next twelve months but acknowledges historical operating losses and potential need for additional capital138 - 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 liability139 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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 risk145 ITEM 4. CONTROLS AND PROCEDURES 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, 2022147 - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2022148 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 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, 2021150 - 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 business150 ITEM 1A. RISK FACTORS 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, Inc151152153 - 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 attention157158 - 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 demand159160161 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 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 filings164 ITEM 3. DEFAULTS UPON SENIOR SECURITIES States that there are no defaults upon senior securities to report for the period - This item is not applicable164 ITEM 4. MINE SAFETY DISCLOSURES Indicates that mine safety disclosures are not applicable to the Company - This item is not applicable164 ITEM 5. OTHER INFORMATION 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 agents166 - Net proceeds from this offering are intended for general corporate purposes166 ITEM 6. EXHIBITS 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 certifications171 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, 2022173174
Akoustis Technologies(AKTS) - 2022 Q3 - Quarterly Report