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AKTS Akoustis

Filed: 1 Feb 21, 6:02am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2020

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                       to                       

 

Commission File Number: 001-38029

 

 

 

AKOUSTIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 33-1229046
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

 

9805 Northcross Center Court, Suite A  
Huntersville, NC 28078
(Address of principal executive offices) (Postal Code)

 

Registrant’s telephone number, including area code: 1-704-997-5735

 

Securities registered under Section 12(b) of the Act:

 

Title of Each Class: Trading Symbol Name of each exchange on which registered:

Common Stock, $0.001 par value

 

AKTS

 The Nasdaq Stock Market LLC
(Nasdaq Capital Market)

 

Securities registered under Section 12(g) of the Act:

None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

 

As of January 25, 2021, there were 42,392,915 shares of the registrant’s common stock, $0.001 par value per share, issued and outstanding.

 

 

 

 

 

 

AKOUSTIS TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2020

 

TABLE OF CONTENTS  

 

 Page No.
  
PART I — FINANCIAL INFORMATION 
  
ITEM 1.FINANCIAL STATEMENTS1
  
Condensed Consolidated Balance Sheets as of December 31, 2020 and June 30, 2020 (unaudited)1
  
Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2020 and 2019 (unaudited)2
  
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended December 31, 2020 and 2019 (unaudited)3
  
Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2020 and 2019 (unaudited)5
  
Notes to the Condensed Consolidated Financial Statements (unaudited)6
  
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS19
  
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK25
  
ITEM 4.CONTROLS AND PROCEDURES25
  
PART II — OTHER INFORMATION 
  
ITEM 1.LEGAL PROCEEDINGS26
  
ITEM 1A. RISK FACTORS26
  
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS26
  
ITEM 3.DEFAULTS UPON SENIOR SECURITIES26
  
ITEM 4.MINE SAFETY DISCLOSURES26
  
ITEM 5.OTHER INFORMATION26
  
ITEM 6.EXHIBITS26
  
EXHIBIT INDEX27
  
SIGNATURES28

 

i

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

Akoustis Technologies, Inc.

 

Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)

 

  December 31,  June 30, 
  2020  2020 
Assets      
Assets:      
Cash and cash equivalents $47,685  $44,308 
Accounts receivable  746   351 
Inventory  651   136 
Other current assets  1,851   1,408 
Total current assets  50,933   46,203 
         
Property and equipment, net  25,080   23,605 
         
Intangibles, net  586   544 
         
Operating lease right-of-use asset, net  589   699 
Restricted cash  100   100 
Other assets  282   282 
Total Assets $77,570  $71,433 
         
Liabilities and Stockholders’ Equity        
         
Current Liabilities:        
Accounts payable and accrued expenses $4,570  $5,899 
Deferred revenue  57    
Operating lease liability - current  250   231 
Short term loans payable  594    
Current convertible notes payable, net  9,795    
Total current liabilities  15,266   6,130 
         
Long-term Liabilities:        
Convertible notes payable, net  14,351   21,628 
Operating lease liability - non-current  342   472 
Loans payable  1,010   1,591 
Other long-term liabilities  117   117 
Total long-term liabilities  15,820   23,808 
         
Total Liabilities  31,086   29,938 
         
Stockholders’ Equity        
Preferred stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding      
Common stock, $0.001 par value; 100,000,000 shares authorized; 41,399,075 and 37,990,380 shares issued and outstanding at December 31, 2020 and June 30, 2020, respectively  41   38 
Additional paid in capital  173,918   145,072 
Accumulated deficit  (127,475)  (103,615)
Total Stockholders’ Equity  46,484   41,495 
Total Liabilities and Stockholders’ Equity $77,570  $71,433 

 

See accompanying notes to the condensed consolidated financial statements

 

1

 

 

Akoustis Technologies, Inc.

 

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

  For the Three
Months Ended
December 31,
2020
  For the Three
Months Ended
December 31,
2019
  For the Six
Months Ended
December 31,
2020
  For the Six
Months Ended
December 31,
2019
 
Revenue            
Revenue with customers $1,308  $518  $1,944  $1,061 
                 
Cost of revenue  2,602   787   4,251   1,123 
                 
Gross profit (loss)  (1,294)  (269)  (2,307)  (62)
                 
Operating expenses                
Research and development  5,566   4,897   11,946   9,967 
General and administrative expenses  3,361   2,759   6,288   5,569 
Total operating expenses  8,927   7,656   18,234   15,536 
                 
Loss from operations  (10,221)  (7,925)  (20,541)  (15,598)
                 
Other (expense) income                
Interest (expense) income  (1,703)  (1,102)  (3,135)  (2,096)
Rental income     55      109 
Change in fair value of contingent real estate liability     (16)     (34)
Change in fair value of derivative liabilities  14   (326)  (184)  (670)
Total other (expense) income  (1,689)  (1,389)  (3,319)  (2,691)
Net loss $(11,910) $(9,314) $(23,860) $(18,289)
                 
Net loss per common share - basic and diluted $(0.30) $(0.30) $(0.61) $(0.59)
                 
Weighted average common shares outstanding - basic and diluted  39,445,268   31,428,233   38,810,985   30,876,709 

 

See accompanying notes to the condensed consolidated financial statements

 

2

 

 

Akoustis Technologies, Inc.

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands)

(Unaudited)

 

  

For the Six Months Ended December 31, 2020

 
        Additional       
  Common Stock  Paid In  Accumulated  Stockholders’ 
  Shares  Par Value  Capital  Deficit  Equity 
                
Balance, June 30, 2020  37,990  $38  $145,072  $(103,615) $41,495 
                     
Common stock issued for services  127      2,027      2,027 
                     
Common stock issued for exercise of options  18      102      102 
                     
Common stock issued for cash, net of issuance costs  416      3,267      3,267 
                     
Common stock issued in payment of note interest  31   1   243      244 
                     
Net loss           (11,950)  (11,950)
                     
Balance, September 30, 2020  38,582  $39  $150,711  $(115,565) $35,185 

 

        Additional       
  Common Stock  Paid In  Accumulated  Stockholders’ 
  Shares  Par Value  Capital  Deficit  Equity 
                
Balance, September 30, 2020  38,582  $39  $150,711  $(115,565) $35,185 
                     
Common stock issued for cash, net of issuance costs  2,296   2   20,153      20,155 
                     
Common stock issued for services  350      2,066      2,066 
                     
Common stock issued for exercise of warrants  33      118      118 
                     
Common stock issued for exercise of options  73      422      422 
                     
ESPP purchase  32      204      204 
                     
Common stock issued in payment of note interest  33      244      244 
                     
Net loss           (11,910)  (11,910)
                     
Balance, December 31, 2020  41,399  $41  $173,918  $(127,475) $46,484 

 

See accompanying notes to the condensed consolidated financial statements.

 

3

 

 

Akoustis Technologies, Inc.

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands)

(Unaudited)

 

  For the Six Months Ended December 31, 2019 
  Common Stock  Additional
Paid In
  Accumulated  Stockholders’ 
  Shares  Par Value  Capital  Deficit  Equity 
                
Balance, June 30, 2019  30,141  $30  $93,399  $(67,474) $25,955 
                     
Common stock issued for services  283      1,703      1,703 
                     
Common stock issued for exercise of warrants  6             
                     
Vesting of restricted shares        303      303 
                     
Common stock issued in payment of note interest  38      244      244 
                     
Net loss           (8,975)  (8,975)
                     
Balance, September 30, 2019  30,468  $30  $95,649  $(76,450) $19,229 

 

  Common Stock  Additional
Paid In
  Accumulated  Stockholders’ 
  Shares  Par Value  Capital  Deficit  Equity 
                
Balance, September 30, 2019  30,468  $30  $95,649  $(76,450) $19,229 
                     
Common stock issued for cash, net of issuance costs  5,520   6   32,164      32,170 
                     
Common stock issued for services  178      1,602      1,602 
                     
Common stock issued for exercise of warrants  68             
                     
Common stock issued for exercise of options  10      55      55 
                     
Common stock issued for equipment purchase  5      40      40 
                     
ESPP purchase  28      168      168 
                     
Common stock issued in payment of note interest  34      244      244 
                     
Repurchase and retirement of common shares  (99)            
                     
Net loss           (9,314)  (9,314)
                     
Balance, December 31, 2019  36,212  $36  $129,922  $(85,764) $44,194 

 

See accompanying notes to the condensed consolidated financial statements.

 

4

 

 

Akoustis Technologies, Inc.

 

Condensed Consolidated Statements of Cash Flows

(In thousands, except per share data)

(Unaudited)

 

  Six Months
Ended
December 31,
2020
  Six Months
Ended
December  31,
2019
 
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(23,860) $(18,289)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  2,080   1,419 
Common stock issued for services  4,093   3,305 
Amortization of debt discount  2,346   1,490 
Amortization of operating lease right of use asset  110   55 
Non cash interest payments  488   488 
Change in fair value of derivative liabilities  184   670 
Change in fair value of contingent real estate liability     34 
Changes in operating assets and liabilities:        
Accounts receivable  (395)  (841)
Inventory  (515)   
Other current assets  (443)  415 
Other assets     (125)
Accounts payable and accrued expenses  (204)  (663)
Lease liabilities  (111)  (51)
Deferred revenue  57   43 
Net Cash Used in Operating Activities  (16,170)  (12,050)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Cash paid for machinery and equipment  (4,438)  (4,171)
Cash received from sale of fixed assets     28 
Cash paid for intangibles  (53)  (108)
Net Cash Used in Investing Activities  (4,491)  (4,251)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from issuance of common stock  23,192   32,277 
Proceeds from exercise of employee stock options  524   55 
Proceeds from exercise of warrants  118    
Proceeds from employee stock purchase plan  204   168 
Net Cash Provided by Financing Activities  24,038   32,500 
         
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash  3,377   16,199 
         
Cash, Cash Equivalents and Restricted Cash - Beginning of Period  44,408   30,154 
         
Cash, Cash Equivalents and Restricted Cash - End of Period $47,785  $46,353 
         
SUPPLEMENTARY CASH FLOW INFORMATION:        
Cash Paid During the Period for:        
Interest  325   325 
         
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:        
         
Common stock issued in payment of interest  488   488 
Stock compensation payable     303 
Fixed assets included in accounts payable and accrued expenses  572   1,128 
Stock issuance costs included in accounts payable and accrued expenses     107 
Reclass from assets held for sale     (251)
Assets purchased using common stock     40 

 

See accompanying notes to the condensed consolidated financial statements

 

5

 

 

AKOUSTIS TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

Note 1. Organization

 

Akoustis Technologies, Inc. (“the Company”) was incorporated on April 10, 2013, and effective December 15, 2016, the Company changed its state of incorporation to the State of Delaware. Through its subsidiary, Akoustis, Inc. (a Delaware corporation), the Company, headquartered in Huntersville, North Carolina, is focused on developing, designing, and manufacturing innovative radio frequency (“RF”) filter products for the wireless industry, including for products such as smartphones and tablets, cellular infrastructure equipment, WiFi Customer Premise Equipment (“CPE”), and military and defense communication applications. Located between the device’s antenna and its digital backend, the RF front-end (“RFFE”) is the circuitry that performs the analog signal processing and contains components such as amplifiers, filters and switches. To construct the resonator devices that are the building blocks for its RF filters, the Company has developed a family of novel, high purity acoustic piezoelectric materials as well as a unique microelectromechanical system (“MEMS”) wafer process, collectively referred to as XBAW™ technology. The Company leverages its integrated device manufacturing (“IDM”) business model to develop and sell high performance RF filters using its XBAWTM technology. Filters are critical in selecting and rejecting signals, and their performance enables differentiation in the modules defining the RFFE.

 

Note 2. Liquidity

 

As of December 31, 2020, the Company had cash and cash equivalents of $47.7 million and working capital of $35.7 million. The Company has historically incurred recurring operating losses and experienced net cash used in operating activities.

 

As of January 25, 2021, the Company had $43.9 million of cash and cash equivalents, which the Company expects to be sufficient to fund its operations beyond the next twelve months from the date of filing of this Form 10-Q. These funds will be used to fund the Company’s operations, including capital expenditures, R&D, commercialization of our technology, development of our patent strategy and expansion of our patent portfolio, as well as to provide working capital and funds for other general corporate purposes. Except pursuant to its ATM Equity OfferingSM Sales Agreement with BofA Securities, Inc. and Piper Sandler & Co., the Company has no commitments or arrangements to obtain any additional funds, and there can be no assurance such funds, including under the ATM Equity OfferingSM Sales Agreement, will be available on acceptable terms or at all. If the Company is unable to obtain additional financing in a timely fashion and on acceptable terms, its financial condition and results of operations may be materially adversely affected and it may not be able to continue operations or execute its stated commercialization plan.

 

Note 3. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. The Company has evaluated subsequent events through the filing of this Form 10-Q. Operating results for the quarter ended December 31, 2020 are not necessarily indicative of the results that may be expected for the year ending June 30, 2021 or any future interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Form 10-K filed with the SEC on August 21, 2020 (the “2020 Annual Report”).

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Akoustis, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Significant Accounting Policies and Estimates

 

The Company’s significant accounting policies are disclosed in Note 3-Summary of Significant Accounting Policies in the 2020 Annual Report. Since the date of the 2020 Annual Report, there have been no material changes to the Company’s significant accounting policies. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes thereto. The policies, estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions, deferred taxes and related valuation allowances, revenue recognition, contingent real estate liability and the fair values of long-lived assets. Actual results could differ from the estimates.

 

Allowance for Doubtful Accounts

 

The Company provides an allowance for doubtful accounts equal to the estimated losses to be incurred in the collection of accounts receivable.

 

6

 

  

Inventory

 

Inventory is stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method.

 

Inventory consisted of the following as of December 31, 2020 and June 30, 2020 (in thousands):

 

  December 31,
2020
  June 30,
2020
 
       
Raw Materials $23  $24 
Work in Process  464   69 
Finished Goods  164   43 
Total Inventory $651  $136 

 

Shares of Restricted Stock Outstanding

 

Shares outstanding include shares of restricted stock with respect to which restrictions have not lapsed. Restricted stock included in reportable shares outstanding was the following as of December 31, 2020 and 2019. Shares of restricted stock are included in the calculation of weighted average shares outstanding.

 

  December  31,  December  31, 
  2020  2019 
Restricted stock included in reportable shares outstanding  

10,000

   

144,750

 

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to current period presentation. The reclassifications did not have an impact on net loss as previously reported.

 

Recently Issued Accounting Pronouncements

  

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

 

7

 

 

Note 4. Revenue Recognition from Contracts with Customers

 

Disaggregation of Revenue

 

The Company’s primary revenue streams include foundry fabrication services and product sales.

 

Foundry Fabrication Services

 

Foundry fabrication services revenue includes Non-Recurring Engineering (“NRE”) and microelectromechanical systems (“MEMS”) foundry services. The Company exited the MEMS business during fiscal year 2020. Under these contracts, products are delivered to the customer at the completion of the service which represents satisfaction of the performance obligation as well as transfer of title. Depending on language with regards to enforceable right to payment for performance completed to date, related revenue will either be recognized over time or at a point in time.

 

Product Sales

 

Product sales revenue consists of sales of RF filters and amps which are sold with contract terms stating that title passes, and the customer takes control at the time of shipment. Revenue is then recognized when the devices are shipped, and the performance obligation has been satisfied. If devices are sold under contract terms that specify that the customer does not take ownership until the goods are received, revenue is recognized when the customer receives the goods.

 

The following table summarizes the revenues of the Company’s reportable segments for the three months ended December 31, 2020 (in thousands):

 

  Foundry Fabrication Services Revenue  Product Sales
Revenue
  Total
Revenue
with Customers
 
NRE - RF Filters $670  $  $670 
Filters/Amps     638   638 
Total $670   638   1,308 

 

The following table summarizes the revenues of the Company’s reportable segments for the six months ended December 31, 2020 (in thousands):

 

  Foundry Fabrication Services Revenue  Product Sales
Revenue
  Total
Revenue
with Customers
 
NRE - RF Filters  727      727 
Filters/Amps     1,217   1,217 
Total $727  $1,217  $1,944 

  

The following table summarizes the revenues of the Company’s reportable segments for the three months ended December 31, 2019 (in thousands):

  

  

Foundry Fabrication 

Services Revenue

  Product Sales
Revenue
  Total
Revenue
with Customers
 
MEMS $12  $  $12 
NRE - RF Filters  311      311 
Filters/Amps     195   195 
Total $323  $195  $518 

 

The following table summarizes the revenues of the Company’s reportable segments for the six months ended December 31, 2019 (in thousands):

  

  

Foundry Fabrication 

Services Revenue

  Product Sales
Revenue
  Total
Revenue
with Customers
 
MEMS $257  $  $257 
NRE - RF Filters  427      427 
Filters/Amps     377   377 
Total $684  $377  $1,061 

 

8

 

 

Performance Obligations

 

The Company has determined that contracts for product sales revenue and foundry fabrication services revenue involve one performance obligation, which is delivery of the final product.

 

Contract Balances

 

The following table summarizes the changes in the opening and closing balances of the Company’s contract asset and liability for the first six months of fiscal year 2020 and 2019 (in thousands):

 

  

Contract

Assets

  

Contract

Liability

 
Balance, June 30, 2020 $125  $ 
Closing, December 31, 2020  383   57 
Increase/(Decrease) $258  $57 
         
Balance, June 30, 2019 $140  $5 
Closing, December 31, 2019  139   13 
Increase/(Decrease) $(1) $8 

 

The Company records a receivable when the title for goods has transferred. Generally, all sales are contract sales (with either an underlying contract or purchase order), resulting in all receivables being contract receivables. When invoicing occurs prior to revenue recognition a contract liability is recorded (as deferred revenue on the Condensed Consolidated Balance Sheets). On December 31, 2020, the Company recorded a contract liability of $57 thousand related to upfront payments for non-recurring engineering services that will be performed subsequent to December 31, 2020. The amount of revenue recognized in the six months ended December 31, 2019 that was included in the opening contract liability balance was $5 thousand which related to product sales.

 

Contract assets are recorded when revenue recognized exceeds the amount invoiced. The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The amount of contract assets invoiced in the six months ended December 31, 2020 and 2019 that was included in the opening contract asset balance was $54 thousand, which primarily related to non-recurring engineering services and $198 thousand, which primarily related to non-recurring engineering services, respectively.

 

Backlog of Remaining Customer Performance Obligations

 

Revenue expected to be recognized and recorded as sales during this fiscal year from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) was $3.8 million at December 31, 2020.

 

9

 

 

Note 5. Property and Equipment, net

 

Property and equipment, net consisted of the following as of December 31, 2020 and June 30, 2020 (in thousands):

 

  Estimated
Useful Life
 December 31,
2020
  June 30,
2020
 
Land n/a $1,000  $1,000 
Building 11 years  3,000   3,000 
Equipment 2-10 years  27,689   24,746 
Leasehold Improvements *  1,550   964 
Software 3 years  294   294 
Furniture & Fixtures 5 years  11   11 
Computer Equipment 3 years  281   267 
Total    33,825   30,282 
Less: Accumulated Depreciation    (8,745)  (6,677)
Total   $25,080  $23,605 

 

(*)Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.

 

The Company recorded depreciation expense of $1.1 million and $0.7 million for the three months ended December 31, 2020 and 2019, respectively. The Company recorded depreciation expense of $2.1 million and $1.4 million for the six months ended December 31, 2020 and 2019, respectively.

 

As of December 31, 2020, equipment with a net book value totaling $3.8 million had not been placed in service and therefore was not depreciated during the period. As of June 30, 2020, fixed assets with a net book value totaling $5.6 million had not been placed in service and therefore was not depreciated during the period.

 

Note 6. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consisted of the following at December 31, 2020 and June 30, 2020 (in thousands):  

 

  

December 31,

2020

  

June 30,

2020

 
Accounts payable $936  $2,135 
Accrued salaries and benefits  2,336   2,478 
Accrued professional fees  95   193 
Accrued utilities  228   138 
Accrued interest  146   137 
Accrued goods received not invoiced  792   396 
Other accrued expenses  37   422 
Totals $4,570  $5,899 

 

10

 

 

Note 7. Derivative Liabilities

 

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended December 31, 2020 (in thousands):

 

  Fair Value
Measurement
Using Level 3
Inputs Total
 
Balance, June 30, 2020 $1,110 
Change in fair value of derivative liabilities  184 
Balance, December 31, 2020 (see note 8) $1,294 

 

The fair value of the derivative features of the convertible note at the balance sheet dates were calculated using the with-and-without method, a form of the income approach, valued with the following assumptions:

 

  

December 31,

2020

  

June 30,

2020

 
Remaining term (years)  2.41   2.92-3.42 
Expected volatility  68%  70%
Risk free interest rate  0.15%   0.18-0.20% 
Dividend yield  0.00%  0.00%

 

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the issuance.

 

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

 

Volatility: The Company calculates the expected volatility of the stock price using the historical volatilities of the Company’s common stock traded on the Nasdaq Capital Market.

 

Remaining term: The Company’s remaining term is based on the remaining contractual term of the convertible notes.

 

Note 8. Convertible Notes

 

On December 4, 2020, the Company provided a notice of redemption to the holders of the Company’s outstanding $10,000,000 aggregate principal amount of 6.5% Convertible Senior Notes due 2023 (CUSIP No: 00973N AC6) (the “October 2018 Notes”) regarding the Company’s exercise of its option to redeem all October 2018 Notes on February 1, 2021 (the “Redemption Date”), unless earlier converted as described below, pursuant to the indenture governing the October 2018 Notes. Pursuant to the notice of redemption, the Company would pay holders of the October 2018 Notes that are redeemed a redemption price equal to 100% of the aggregate principal amount of October 2018 Notes being redeemed, plus accrued and unpaid interest as well as an interest make-whole payment with respect to those October 2018 Notes that are redeemed.

 

All of the holders of the October 2018 Notes elected to convert the October 2018 Notes into shares of common stock of the Company prior to the Redemption Date at a conversion rate equal to 196.08 shares of common stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $5.10 per share). See Note 16. Subsequent Events.

 

The following table summarizes convertible debt as of December 31, 2020 (in thousands):

 

    Stated        Remaining  Fair Value
of
Embedded
    
    Interest  Conversion  Face  Debt  Conversion  Carrying 
  Maturity Date Rate  Price  Value  (Discount)  Option  Value 
Short Term convertible notes payable                    
6.5% convertible senior notes 02/01/2021  6.50% $5.10  $10,000   (205)     9,795 
Ending Balance as of December 31, 2020           $10,000  $(205) $  $9,795 
                           
Long Term convertible notes payable                          
6.5% convertible senior notes 5/31/2023  6.50% $5.00  $15,000   (1,943)  1,294   14,351 
Ending Balance as of December 31, 2020           $15,000  $(1,943) $1,294  $14,351 

 

11

 

 

The following table summarizes convertible debt as of June 30, 2020 (in thousands):

 

    Stated        Remaining  Fair Value
of
Embedded
    
    Interest  Conversion  Face  Debt  Conversion  Carrying 
  Maturity Date Rate  Price  Value  (Discount)  Option  Value 
Long Term convertible notes payable                    
6.5% convertible senior secured notes 5/31/2023  6.50% $5.00  $15,000  $(3,918) $894  $11,976 
6.5% convertible senior notes 11/30/2023  6.50% $5.10   10,000   (564)  216   9,652 
                           
Ending Balance as of June 30, 2020           $25,000  $(4,482) $1,110  $21,628 

 

Note 9. Loans Payable

 

Paycheck Protection Program Loan

 

On May 20, 2020, Akoustis, Inc., the operating subsidiary of the Company, issued a promissory note (the “Promissory Note”) in favor of Bank of America, NA (the “Lender”) that provides for a loan in the principal amount of $1.6 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which is administered by the United States Small Business Administration (the “SBA”). The PPP Loan is scheduled to mature two years from the date of funding of the PPP Loan (the “Maturity Date”) and accrues interest at a rate of 1.00% per annum. On November 20, 2020, Akoustis, Inc. applied to the Lender for forgiveness of the full amount of the PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds in accordance with the PPP, including for payroll costs and mortgage interest, rent and utility costs. If the SBA confirms full forgiveness of the unpaid balance of the PPP Loan, and reimburses the Lender for the total outstanding principal and interest due under the PPP Loan, then the loan will be deemed satisfied in full. If the SBA does not confirm full forgiveness of the PPP Loan, then the Lender will establish repayment terms of the outstanding principal and interest due under the PPP Loan. Payments under the PPP Loan are deferred to the date that the SBA remits the PPP Loan forgiveness amount. No assurance is provided that Akoustis, Inc. will obtain forgiveness of the PPP Loan in whole or in part. The Promissory Note contains customary events of default relating to, among other things, payment defaults and provisions of the Promissory Note. The Company treated the PPP Loan as debt and included the future monthly repayment amounts payable within 12 months as a short-term liability and the remainder of the PPP loan as a long-term liability on the balance sheet.

 

The following table summarizes Paycheck Protection Program debt as of December 31, 2020 (in thousands):

 

    Stated     Remaining    
    Interest  Face  Debt  Carrying 
  Maturity Date Rate  Value  (Discount)  Value 
Short Term Loans payable              
Paycheck Protection Program loan 10/31/2021- 12/31/2021  1.00% $619  $(25) $594 
                   
Ending Balance as of December 31, 2020       $619  $(29) $594 

Long Term Loans payable

                  
Paycheck Protection Program loan 05/20/2022  1.00% $1,014  $(4) $1,010 
                   
Ending Balance as of December 31, 2020       $1,014  $(4) $1,010 

 

The following table summarizes Paycheck Protection Program debt as of June 30, 2020 (in thousands):

 

  Maturity Date 

Stated
Interest
Rate  

  Face
Value
  Remaining
Debt
(Discount)
  Carrying
Value
 
Long Term Loans payable              
Paycheck Protection Plan loan 05/20/2022  1.00% $1,633  $(42) $1,591 
                   
Ending Balance as of June 30, 2020       $1,633  $(42) $1,591 

 

The amortization of PPP loan debt discount of $6.4 and $12.8 thousand for the three month and six month period ending December 31, 2020, respectively, was treated as interest expense on the statement of operations.

12

 

 

Note 10. Concentrations

 

Vendors

  

Vendor concentration as a percentage of purchases for the three months ended December 31, 2020 and 2019 are as follows:

  

  Three Months
12/31/2020
  Three Months
12/31/2019
 
Vendor 1  13%   
Vendor 2     19%
Vendor 3     12%

 

Vendor concentration as a percentage of purchases for the six months ended December 31, 2020 and 2019 are as follows:

  

  Six Months
12/31/2020
  Six Months
12/31/2019
 
Vendor 1     18%
         

 

Customers

  

Customer concentration as a percentage of revenue for the three months ended December 31, 2020 and 2019 are as follows:

 

  Three Months
12/31/2020
  Three Months
12/31/2019
 
Customer 1  18%   
Customer 2  29%   
Customer 3  32%  55%
Customer 4  15%  29%

 

Customer concentration as a percentage of revenue for the six months ended December 31, 2020 and 2019 are as follows:

 

  Six Months
12/31/2020
  Six Months
12/31/2019
 
Customer 1  22%  30%
Customer 2    23%
Customer 3    14%
Customer 4    13%
Customer 5    10%
Customer 6  10%   
Customer 7  44%   
Customer 8  12%   

 

13

 

 

Note 11. Stockholders’ Equity

 

ATM Program and Offerings

 

On May 8, 2020, the Company entered into an ATM Equity OfferingSM Sales Agreement with BofA Securities, Inc. and Piper & Sandler & Co. pursuant to which the Company may sell from time to time shares of its common stock having an aggregate offering price of up to $50,000,000 (the “ATM Program”).

 

During the three months ended September 30, 2020, the Company sold a total of 416,221 shares of its common stock at a price to the public of an average of $8.09 per share through the ATM Program for aggregate gross proceeds of approximately $3.4 million, before deducting compensation paid to the sales agents and other offering expenses payable by the company of approximately $0.1 million.

 

During the three months ended December 31, 2020, the Company sold a total of 2,296,023 shares of its common stock at a price to the public of an average of $8.93 per share through the ATM Program for aggregate gross proceeds of approximately $20.5 million, before deducting compensation paid to the sales agents and other offering expenses payable by the company of approximately $0.4 million.

 

Equity Incentive Plans

 

During the six months ended December 31, 2020, the Company granted employees options to purchase an aggregate of 415,554 shares of common stock with a weighted average grant date fair value of $4.46. The fair values of the Company’s options were estimated at the dates of grant using a Black-Scholes option pricing model with the following assumptions:

 

  Six Months
Ended
December 31,
2020
 
Exercise price  $ 7.72 - 8.54 
Expected term (years)  4.00 – 5.00 
Risk-free interest rate  0.25% – 0.42%
Volatility  67 - 68%
Dividend yield  0%
Weighted Average Grant Date Fair Value of Options granted during the period $ 4.46 

 

14

 

 

During the six months ended December 31, 2020 the Company awarded certain employees and directors grants of an aggregate of 634,061 restricted stock units (“RSUs”) with a weighted average grant date fair value of $8.25. The RSUs will be expensed over the requisite service period. The terms of the RSUs include vesting provisions based solely on continued service. If the service criteria are satisfied, the RSUs will generally vest over 4 – 5 years.

 

Compensation expense related to our stock-based awards described above was as follows (in thousands):

 

  Three Months Ended
December 31,
  Six Months Ended
December 31,
 
  2020  2019  2020  2019 
Research and Development $928  $790  $1,942  $1,746 
General and Administrative  1,138   812   2,151   1,559 
Total $2,066  $1,602  $4,093  $3,305 

 

Unrecognized stock-based compensation expense and weighted-average years to be recognized are as follows (in thousands):

 

  

As of December 31, 2020

 
  Unrecognized
stock-based
compensation
  

Weighted-
average years
to be recognized
 

 
Options $2,887   2.24 
Restricted stock awards/units $8,443   2.27 

 

Note 12. Commitments and Contingencies

 

Leases

 

The Company leases office space and office equipment in Huntersville, NC as well as equipment in Canandaigua, NY. Our leases have remaining lease terms of up to five years, some of which include options to extend the leases for up to twenty-four months. Following adoption of ASC 842, lease expense excludes capital area maintenance and property taxes.

 

The components of lease expense were as follows:

 

  Three
Months Ended
December 31,
2020
  Three
Months Ended
December 31,
2019
  

Six

Months Ended
December 31,
2020

  

Six

Months Ended
December 31,
2019

 
Operating Lease Expense $75  $46  $150  $102 

 

15

 

 

Supplemental balance sheet information related to leases was as follows (in thousands):

 

  Classification on the
Condensed Consolidated
Balance Sheet
 

December 31,

2020

 
Assets     
Operating lease assets Other non-current assets $589 
       
Liabilities      
Other current liabilities Current liabilities  250 
Operating lease liabilities Other non-current liabilities  342 
       
Weighted Average Remaining Lease Term:      
Operating leases    2.25 
       
Weighted Average Discount Rate:      
Operating leases    12.47%

 

The following table outlines the minimum future lease payments for the next five years and thereafter, (in thousands):

 

For the year ending June 30,   
2021 $154 
2022  312 
2023  204 
2024  7 
2025   
Thereafter   
Total lease payments (undiscounted cash flows)  677 
     
Less imputed interest  (85)
Total $592 

 

Ontario County Industrial Development Authority Agreement

 

On February 27, 2018, the Company entered into a Lease and Project Agreement (the “Lease and Project Agreement”) and a Company Lease Agreement (the “Company Lease Agreement” and together with the Lease and Project Agreement, the “Agreements”), each dated as of February 1, 2018, with the Ontario County Industrial Development Agency, a public benefit corporation of the State of New York (the “OCIDA”). Pursuant to the Agreements, the Company will lease for $1.00 annually to the OCIDA an approximately 9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the Company’s New York fabrication facility), and transfer title to certain related equipment and personal property to the OCIDA (collectively, the “Facility”). The OCIDA will lease the Facility back to the Company for annual rent payments specified in the Lease and Project Agreement for the Company’s primary use as research and development, manufacturing, warehouse and professional office space in its business, and to be subleased, in part, by the Company to various existing tenants. The Company estimates substantial tax savings during the term of the Agreements, which expire on December 31, 2028. In addition, subject to the terms of the Lease and Project Agreement, certain purchases and leases of eligible items will be exempt from the imposition of sales and use taxes. Subject to the terms of the Lease and Project Agreement, the OCIDA has also granted to the Company an exemption from certain mortgage recording taxes for one or more mortgages securing an aggregate principal amount not to exceed $12.0 million, or such greater amount as approved by the OCIDA in its sole and absolute discretion. The benefits provided to the Company pursuant to the terms of the Lease and Project Agreement are subject to claw back over the life of the Agreements upon certain recapture events, including certain events of default.

 

Litigation, Claims and Assessments

 

From time to time, the Company may become involved in lawsuits, investigations and claims that arise in the ordinary course of business. The Company believes it has meritorious defenses against all pending claims and intends to vigorously pursue them. While it is not possible to predict or determine the outcomes of any pending actions, the Company believes the amount of liability, if any, with respect to such actions, would not materially affect its financial position, results of operations or cash flows.

 

Note 13. Related Party Transactions

 

Asset Purchase and Sale

 

On September 30, 2020, Akoustis, Inc. sold to a third party certain of its inventory, together with related warranty obligations, delivery commitments and design data and files (the “Designs”). In connection with such transaction, Akoustis, Inc. entered into an Asset Purchase Agreement, dated September 30, 2020 with Big Red, LLC for the purchase of the Designs for $25,000. Members of Big Red, LLC include the brother of the Company’s Chief Executive Officer and two non-executive employees of the Company. 

 

16

 

 

Note 14. Segment Information

 

Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company operates in two segments, Foundry Fabrication Services which consists of engineering review services and STC-MEMS foundry services, and RF Product which consists of amplifier and filter product sales, and grant revenue. The Company records all general and administrative costs in the RF Product segment.

 

The Company evaluates performance of its operating segments based on revenue and operating profit (loss). Segment information for the three and six months ended December 31, 2020 and 2019 are as follows (in thousands):

 

  Foundry/
Fabrication
Services
  RF Product  Total 
          
Three months ended December 31, 2020         
Revenue with customers $670  $638  $1,308 
Cost of revenue  350   2,252   2,602 
Gross margin  320   (1,614)  (1,294)
Research and development     5,566   5,566 
General and administrative     3,361   3,361 
Income (Loss) from Operations $320   (10,567)  (10,221)
             
Three months ended December 31, 2019            
Revenue with customers $323  $195  $518 
Cost of revenue  270   517   787 
Gross margin  53   (322)  (269)
Research and development     4,897   4,897 
General and administrative     2,759   2,759 
Income (Loss) from Operations $53   (7,978)  (7,925)
             
Six months ended December 31, 2020            
Revenue with customers $727  $1,217  $1,944 
Cost of revenue  403   3,848   4,251 
Gross margin  324   (2,631)  (2,307)
Research and development     11,946   11,946 
General and administrative     6,288   6,288 
Income (Loss) from Operations $324   (20,865)  (20,541)
             
Six months ended December 31, 2019            
Revenue with customers $684  $377  $1,061 
Cost of revenue  407   716   1,123 
Gross margin  277   (339)  (62)
Research and development     9,967   9,967 
General and administrative     5,569   5,569 
Income (Loss) from Operations $277   (15,875)  (15,598)
             
As of December 31, 2020            
Accounts receivable $488  $258  $746 
Property and equipment, net    $25,080  $25,080 
             
As of June 30, 2020            
Accounts receivable $71  $280  $351 
Property and equipment, net $  $23,605  $23,605 

 

Note 15. Loss Per Share

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the six months ended December 31, 2020 and December 31, 2019 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at December 31, 2020 and 2019:

 

  December 31,  December 31, 
  2020  2019 
Convertible Notes  4,960,800   4,960,800 
Options  

2,589,719

   

2,242,665

 
Warrants  

359,570

   

541,999

 
Total  

7,910,089

   

7,745,464

 

17

 

 

Note. 16. Subsequent Events

 

October 2018 Note Conversion

 

On January 7, 2021, the Company issued 980,400 shares of its common stock upon the conversion of $5.0 million principal amount of October 2018 Notes.

 

On January 26, 2021, the Company issued 980,400 shares of its common stock upon the conversion of the remaining $5.0 million principal amount of October 2018 Notes.

 

Redemption of May 2018 Notes

 

On January 25, 2021, the Company provided a notice of redemption to the holders of the Company’s outstanding $15,000,000 aggregate principal amount of 6.5% Convertible Senior Secured Notes due 2023 (CUSIP No: 00973N AA0) (the “May 2018 Notes”) regarding the Company’s exercise of its option to redeem all May 2018 Notes on March 1, 2021, unless earlier converted as described below, pursuant to the indenture governing the May 2018 Notes. The Company will pay holders of the May 2018 Notes that are redeemed a redemption price equal to 100% of the aggregate principal amount of October 2018 Notes being redeemed, plus accrued and unpaid interest with respect to those October 2018 Notes that are redeemed.

 

Alternatively, holders of the May 2018 Notes may elect to convert the May 2018 Notes into shares of common stock of the Company at a conversion rate equal to 200 shares of common stock per $1,000 principal amount of May 2018 Notes (equivalent to a conversion price of $5.00 per share) and an interest-make whole payment.

 

18

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

References in this report to “Akoustis,” the “Company,” “we,” “us,” and “our” refer to Akoustis Technologies, Inc. and its consolidated subsidiary, Akoustis, Inc. each of which is a Delaware corporation.

 

Cautionary Note Regarding Forward-Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements that relate to our plans, objectives, estimates, and goals. Any and all statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of commercially viable radio frequency (“RF”) filters, (ii) projections of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in this management’s discussion and analysis of financial condition or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), (iv) our ability to efficiently utilize cash and cash equivalents to support our operations for a given period of time, (v) our ability to engage customers while maintaining ownership of our intellectual property, and (vi) the assumptions underlying or relating to any statement described in (i), (ii), (iii), (iv) or (v) above.

 

Forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates, and assumptions and are subject to a number of risks and uncertainties and other influences, many of which are beyond our control. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing and sustain our status as a going concern; our limited operating history; our inability to service the debt represented by our $15.0 million principal amount of convertible senior secured notes due 2023 (called for redemption in March 2021); our inability to generate revenues or achieve profitability; the results of our research and development (“R&D”) activities; our inability to achieve acceptance of our products in the market; the impact of the COVID-19 pandemic on our operations, financial condition and the worldwide economy, including its impact on our ability to access the capital markets; general economic conditions, including upturns and downturns in the industry; our limited number of patents; failure to obtain, maintain, and enforce our intellectual property rights; our inability to attract and retain qualified personnel; our reliance on third parties to complete certain processes in connection with the manufacture of our products; product quality and defects; existing or increased competition; our ability to market and sell our products; our inability to successfully scale our New York wafer fabrication facility and related operations while maintaining quality control and assurance and avoiding delays in output; contracting with customers and other parties with greater bargaining power and agreeing to terms and conditions that may adversely affect our business; risks related to doing business in foreign countries; any security breaches or other disruptions compromising our proprietary information and exposing us to liability; our failure to innovate or adapt to new or emerging technologies; our failure to comply with regulatory requirements; results of any arbitration or litigation that may arise; stock volatility and illiquidity; our failure to implement our business plans or strategies; our failure to maintain effective internal control over financial reporting; and our failure to obtain and maintain the Trusted Foundry accreditation of our New York wafer fabrication facility.

 

These and other risks and uncertainties, which are described in more detail in our Annual Report on Form 10-K, filed with the SEC on August 21, 2020 (the “2020 Annual Report”), could cause our actual results to differ materially from those expressed or implied by the forward-looking statements in this report. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. Except as may be required by law, we do not undertake any obligation to update the forward-looking statements contained in this report to reflect any new information or future events or circumstances or otherwise.

 

19

 

 

Overview

 

Akoustis® is an emerging commercial product company focused on developing, designing, and manufacturing innovative RF filter solutions for the wireless industry, including for products such as smartphones and tablets, network infrastructure equipment, WiFi Customer Premise Equipment (“CPE”) and defense applications. Filters are critical in selecting and rejecting signals, and their performance enables differentiation in the modules defining the RF front-end (“RFFE”). Located between the device’s antenna and its digital backend, the RFFE is the circuitry that performs the analog signal processing and contains components such as amplifiers, filters and switches. We have developed a proprietary microelectromechanical system (“MEMS”) based bulk acoustic wave (“BAW”) technology and a unique manufacturing process flow, called “XBAW”, for our filters produced for use in RFFE modules. Our XBAW® filters incorporate optimized high purity piezoelectric materials for high power, high frequency and wide bandwidth operation. We are developing RF filters for 4G/LTE, 5G, WiFi and defense bands using our proprietary resonator device models and product design kits (PDKs). As we qualify our RF filter products, we are engaging with target customers to evaluate our filter solutions. Our initial designs target UHB, sub 7 GHz 4G/LTE, 5G, WiFi and defense bands. We expect our filter solutions will address problems (such as loss, bandwidth, power handling, and isolation) created by the growing number of frequency bands in the RFFE of mobile devices, infrastructure and premise equipment to support 4G/LTE, 5G, and WiFi. We have prototyped, sampled and begun commercial shipment of our single-band low- loss BAW filter designs for 4G/LTE frequency bands, 5G frequency bands and 5GHz WiFi bands which are suited to competitive BAW solutions and historically cannot be addressed with low-band, lower power handling surface acoustic wave (“SAW”) technology.

 

We own and/or have filed applications for patents on the core resonator device technology, manufacturing facility and intellectual property (“IP”) necessary to produce our RF filter chips and operate as a “pure-play” RF filter supplier, providing discrete filter solutions direct to Original Equipment Manufacturers (“OEMs”) and aligning with the front- end module manufacturers that seek to acquire high performance filters to expand their module businesses. We believe this business model is the most direct and efficient means of delivering our solutions to the market.

 

Technology. Our device technology is based upon bulk-mode acoustic resonance, which we believe is superior to surface-mode resonance for high-band and ultra-high- band (“UHB”) applications that include 4G/LTE, 5G, WiFi, and defense applications. Although some of our target customers utilize or manufacture the RFFE module, they may lack access to critical UHB filter technology that we produce, which is necessary to compete in high frequency applications.

 

Manufacturing. We currently manufacture our high-performance RF filter circuits, using our first generation XBAWTM wafer process, in our 120,000-square foot wafer- manufacturing facility located in Canandaigua, New York (the “NY Facility”), which we acquired in June 2017.

 

Intellectual Property. As of January 19, 2021, our IP portfolio included 38 patents, including a blocking patent that we have licensed from Cornell University. Additionally, as of January 19, 2021, we have 75 pending patent applications. These patents cover our XBAW TM RF filter technology from raw materials through the system architectures.

 

By designing, manufacturing, and marketing our RF filter products to mobile phone OEMs, defense OEMs, network infrastructure OEMs, and WiFi CPE OEMs, we seek to enable broader competition among the front-end module manufacturers.

 

20

 

 

Since we own and/or have filed applications for patents on the core technology and control access to our intellectual property, we expect to offer several ways to engage with potential customers. First, we intend to engage with multiple wireless markets, providing standardized filters that we design and offer as standard catalog components. Second, we expect to deliver unique filters to customer-supplied specifications, which we will design and fabricate on a customized basis. Finally, we may offer our models and design kits for our customers to design their own filters utilizing our proprietary technology.

 

We have earned minimal revenue from operations since inception, and we have funded our operations primarily with development contracts, RF filter and production orders, government grants, MEMS foundry and engineering services, and sales of debt and equity securities. The Company has incurred losses, primarily the result of material and processing costs associated with developing and commercializing our technology, as well as personnel costs, professional fees (primarily accounting and legal), and other general and administrative (“G&A”) expenses. We expect to continue to incur substantial costs for commercialization of our technology on a continuous basis because our business model involves materials and solid-state device technology development and engineering of catalog and custom filter design solutions.

 

To succeed, we must convince mobile phone OEMs, RFFE module manufacturers, network infrastructure OEMs, WiFi CPE OEMs and defense customers to use our XBAW® filter technology in their systems and modules. However, since there are two dominant BAW filter suppliers in the industry that have high-band technology, and both utilize such technology as a competitive advantage at the module level, we expect customers that lack access to high-band filter technology will be open to engage with our pure-play filter company.

 

We plan to pursue RF filter design and R&D development agreements and potentially joint ventures with target customers and other strategic partners, although we cannot guarantee we will be successful in these efforts. These types of arrangements may subsidize technology development costs and qualification, filter design costs, and offer complementary technology and market intelligence and other avenues to revenue. However, we intend to retain ownership of our core technology, intellectual property, designs, and related improvements. We expect to pursue development of catalog designs for multiple customers and to offer such catalog products in multiple sales channels.

 

Impact of COVID-19 on our Business

 

Although the ultimate impact of the COVID-19 pandemic on our business is unknown, in an effort to protect the health and safety of our employees, we have taken proactive, precautionary action and adopted social distancing measures, daily self-health attestations, and mandatory mask policies at our locations, including when warranted by state and local guidelines, the implementation of new staffing plans in our facilities whereby certain employees work remotely and the remaining on-site force is divided into multiple shifts or segregated in different parts of the facility. Our actions continue to evolve in response to new government measures and scientific knowledge regarding COVID-19. In an effort to contain COVID-19 or slow its spread, governments around the world have also enacted various measures, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing when engaging in essential activities. These measures have impacted the method and timing of certain business meetings and deliverables to certain customers, as well as our ability to obtain certain materials, equipment and services from suppliers. For example, Executive Orders issued by the Governor of New York introduced potential delays in the procurement of installation and maintenance services from vendors without personnel located in New York, New Jersey or Connecticut.

 

These actions and the global health crisis caused by COVID-19 have negatively impacted business activity across the globe. We have observed declining demand and price reductions in the electronics industry as business and consumer activity has decelerated. Additionally, we have observed delays in certain suppliers’ shipment of materials necessary for us to manufacture our products and in certain vendors’ ability to deliver equipment for installation at our facilities. When COVID-19 is demonstrably contained, we anticipate a rebound in economic activity, depending on the rate, pace, and effectiveness of the containment efforts deployed by various national, state, and local governments; however, the timing and extent of any such rebound is uncertain.

 

We will continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the ultimate effects any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our financial results for the remainder of fiscal year 2021 or beyond.

 

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Recent Developments

 

On October 13, 2020, the Company announced it shipped its fourth 5G small cell network infrastructure filter to a tier-1 infrastructure customer, operating in the 5G new radio band n79.

 

On October 27, 2020, the Company announced it was awarded a new DARPA contract to advance XBAW® technology through a direct-to-phase 2 (DP2) program.

 

On October 29, 2020, Akoustis announced that it received an order from a Citizen’s Broadband Radio Service (CBRS) equipment OEM for both network and consumer premise equipment XBAW® filter solutions.

 

On November 2, 2020, the Company announced it received an order from a leading RF front end maker for the development of 5G/WiFi mobile coexistence filters.

 

On December 7, 2020, Akoustis announced that it issued a redemption notice with respect to $10 million principal amount of the Company’s outstanding 6.5% convertible senior notes due in 2023.

 

On December 9, 2020, the Company announced it was awarded a design win for its 5.2/5.6 GHz WiFi 6 coexistence filters for a new customer. The XBAW® filters will be used for a tri-band gateway/router using a multi-user, multiple-in, multiple-out (MU-MIMO) architecture.

 

On December 14, 2020, Akoustis announced it was awarded a third WiFi 6 design win for a tri-band MU-MIMO bridge product.

 

On December 16, 2020, the Company announced it received an order for new 5G mobile XBAW® filters from a tier-1 RF front-end maker for smartphones and other devices.

 

Critical Accounting Policies

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2020 Annual Report.

 

Results of Operations

 

Three Months Ended December 31, 2020 and 2019

 

Revenue

 

The Company recorded revenue of $1.3 million for the three months ended December 31, 2020 as compared to $0.5 million for the three months ended December 31, 2019. The increase of $0.8 million was primarily due to an increase in RF product revenue of $0.4 million or 227%. In addition, non-recurring engineering services increased by $0.4 million or 115%.

 

Cost of Revenue

 

Cost of revenue includes direct labor, material, net realizable value (NRV) adjustments, and facility costs primarily associated with foundry services revenue, manufacturing of filter products and engineering services. The Company recorded cost of revenue of $2.6 million for the three months ended December 31, 2020 as compared to $0.8 million for the three months ended December 31, 2019. The $1.8 million increase is due to costs associated with RF product revenue which increased by $0.5 million as well as cost of goods sold associated with net realizable value (NRV) inventory adjustments totaling $1.2 million for the three months ended December 31, 2020.

 

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Research and Development Expenses

 

R&D expenses were $5.6 million for the three months ended December 31, 2020 and were $0.7 million, or 13.7% higher than the prior year amount for the same period of $4.9 million. The period-over-period increase was primarily in the areas of R&D personnel costs, R&D materials and facility costs as well as R&D equipment depreciation. Personnel costs, including stock-based compensation, were $2.9 million compared to $2.7 million in the prior year period, an increase of $0.2 million or 8.5%. The higher personnel cost was primarily due to increased headcount at both the Huntersville, NC location and the NY Facility. Material and facility costs of $1.9 million primarily associated with the NY Facility were $0.7 million higher than the prior period. Repairs and maintenance and general expenses were lower than the prior period by $0.1 million.

 

General and Administrative Expense

 

General and administrative (“G&A”) expenses include salaries and wages for executive and administrative staff, stock-based compensation, professional fees, insurance costs and other general costs associated with the administration of our business. G&A expenses for the three months ended December 31, 2020 were $3.4 million, which is an increase of $0.6 million compared to the three months ended December 31, 2019. Year over year changes within G&A expenses include an increase in employee compensation (including stock-based compensation) of $0.6 million which was partially offset by lower general expenses, primarily professional fees.

 

Other (Expense)/Income

 

Other expenses for the three months ended December 31, 2020 were $1.7 million, which included debt discount amortization of $1.3 million and interest expense, net of $0.4 million. Other expenses for the three months ended December 31, 2019 were $1.4 million, consisting of $0.8 million of debt discount amortization and interest expense, net of $0.3 million, and a change in fair value of our derivative liability of $0.3 million.

 

Net Loss

 

The Company recorded a net loss of $11.9 million for the three months ended December 31, 2020, compared to a net loss of $9.3 million for the three months ended December 31, 2019. The period-over-period incremental loss of $2.6 million, or 28%, was primarily driven by an increase in cost of revenue, R&D expenses and general and administrative expenses of $3.1 million, partially offset by a revenue increase of $0.8 million.

 

Six Months Ended December 31, 2020 and 2019

 

Revenue

 

The Company recorded revenue of $1.9 million for the six months ended December 31, 2020 as compared to $1.1 million for the six months ended December 31, 2019. The increase of $0.8 million was primarily due to an increase in RF product revenue of $0.8 million or 223%. In addition, non-recurring engineering services increased by $0.3 million or 70%. Partially offsetting these increases was a decrease in MEMS revenue of $0.3 million, a product line that the Company exited during fiscal year 2020.

 

Cost of Revenue

 

Cost of revenue includes direct labor, material, net realizable value (NRV) adjustments, and facility costs primarily associated with foundry services revenue, manufacturing of filter products and engineering services. The Company recorded cost of revenue of $4.3 million for the six months ended December 31, 2020 as compared to $1.1 million for the six months ended December 31, 2019. The $3.1 million increase is primarily due to costs associated with RF product revenue which increased by $2.0 million as well as cost of goods sold associated with net realizable value (NRV) inventory adjustments totaling $1.1 million for the six months ended December 31, 2020.

 

Research and Development Expenses

 

R&D expenses were $11.9 million for the six months ended December 31, 2020 and were $2.0 million, or 20%, higher than the prior year amount for the same period of $10.0 million. The period-over-period increase was primarily in the areas of R&D personnel costs, R&D materials and facility costs as well as R&D equipment depreciation. Personnel costs, including stock-based compensation, were $6.4 million compared to $5.7 million in the prior year period, an increase of $0.7 million or 12.5%. The higher personnel cost was primarily due to increased headcount at both the Huntersville, NC location and the NY Facility. Material and facility costs of $3.6 million primarily associated with the NY Facility were $1.2 million higher than the comparative period due to increased R&D activities.

 

General and Administrative Expense

 

General and administrative (“G&A”) expenses include salaries and wages for executive and administrative staff, stock-based compensation, professional fees, insurance costs and other general costs associated with the administration of our business. G&A expenses for the six months ended December 31, 2020 were $6.3 million, which is an increase of $0.7 million compared to the six months ended December 31, 2019. Year over year changes within G&A expenses include an increase in employee compensation (including stock-based compensation) of $0.8 million, which was partially offset by lower general expenses, primarily professional fees as well as a reduction in severance expense.

 

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Other (Expense)/Income

 

Other expenses for the six months ended December 31, 2020 were $3.3 million, which included debt discount amortization of $2.3 million, interest expense of $0.8 million, and a change in fair value of our derivative liability of $0.2 million. Other expenses for the six months ended December 31, 2019 were $2.7 million, consisting of $1.5 million of debt discount amortization and interest expense, net of $0.6 million, and a change in fair value of our derivative liability of $0.7 million.

 

Net Loss

 

The Company recorded a net loss of $23.9 million for the six months ended December 31, 2020, compared to a net loss of $18.3 million for the six months ended December 31, 2019. The period-over-period incremental loss of $5.6 million, or 31%, was primarily driven by an increase in cost of revenue and R&D expenses of $5.1 million.

 

Liquidity and Capital Resources

 

Financing Activities

 

The Company had $47.7 million of cash and cash equivalents on hand as of December 31, 2020, which reflects an increase of $3.4 million compared to $44.3 million as of June 30, 2020. The increase is primarily due to cash proceeds from common stock issuance of $23.2 million which was partially offset by $16.2 million in net cash used in operating activities and $4.5 million in capital expenditures for the six months ended December 31, 2020. The Company estimates that cash on hand will be sufficient to fund its operations, including current capital expense commitments beyond the next twelve months from the date of filing of this Form 10-Q. However, the Company has historically incurred recurring operating losses and will continue to do so until it generates sufficient revenues from operations; as a result, we may need to obtain additional capital through the sale of additional equity securities, debt, or otherwise, to fund operations past that date. There is no assurance that the Company’s projections and estimates are accurate. The Company is actively managing and controlling the Company’s cash outflows to mitigate liquidity risks.

 

Balance Sheet and Working Capital

 

December 31, 2020 compared to June 30, 2020

 

As of December 31, 2020, the Company had current assets of $50.9 million made up primarily of cash on hand of $47.7 million. As of June 30, 2020, current assets were $46.2 million comprised primarily of cash on hand of $44.3 million.

 

Property, Plant and Equipment was $25.1 million as of December 31, 2020 as compared to a balance of $23.6 million as of June 30, 2020.

 

Total assets as of December 31, 2020 and June 30, 2020 were $77.6 million and $71.4 million, respectively.

 

Current liabilities as of December 31, 2020 and June 30, 2020 were $15.3 million and $6.1 million, respectively. The increase of $9.2 million was due to the reclassification of a portion of our loans payable and convertible debt from long term liabilities to current liabilities offset by a decrease in accounts payable and accrued expenses.

 

Long-term liabilities totaled $15.8 million as of December 31, 2020, compared to $23.8 million as of June 30, 2020. The decrease of $8.0 million was due to the reclassification of a portion of our loans payable and convertible debt from long term liabilities to current liabilities offset by debt discount amortization related to our convertible notes.

 

Stockholders’ equity was $46.5 million as of December 31, 2020, compared to $41.5 million as of June 30, 2020, an increase of $5.0 million, or 12%. This increase was primarily due to the increase in additional paid-in-capital (“APIC”) of $28.8 million for the six months ended December 31, 2020 which was partially offset by the net loss for the six months ended December 31, 2020 of $23.9 million. The increase in APIC was primarily due to common stock issued for cash of $23.4 million, common stock issued for services of $4.1 million and stock options exercised of $0.5 million.

 

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Cash Flow Analysis

 

Operating activities used cash of $16.2 million during the six months ended December 31, 2020 and $12.1 million during the 2019 comparative period. The $4.1 million period- over-period increase in cash used was attributable to higher operating expenses associated with the ramp of development and commercialization activities (primarily R&D and production personnel and material costs).

 

Investing activities used cash of $4.5 million for the six months ended December 31, 2020 compared to $4.3 million for the comparative period ended December 31, 2019. The $0.2 million period-over-period increase was primarily due to increased purchases of production equipment.

 

Financing activities increased cash by $24.0 million during the six months ended December 31, 2020 compared to the same period in 2019 primarily due to proceeds from issuance of common stock pursuant to the Company’s ATM Equity OfferingSM Sales Agreement with BofA Securities, Inc. and Piper& Sandler & Co. In addition, stock option grants, warrant exercises and proceeds from our employee stock purchase plan (“ESPP”) resulted in cash proceeds of $0.8 million.

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable to smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

 

As of December 31, 2020, our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Interim Chief Financial Officer have concluded based upon the evaluation described above that, as of December 31, 2020, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended December 31, 2020, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may have an adverse effect on our business, financial condition or results of operations and prospects.

 

We are currently not aware of any material pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.

 

ITEM 1A. RISK FACTORS.

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” included in our 2020 Annual Report.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Unregistered Sales of Equity Securities

 

Other than any sales previously reported in the Company’s Current Reports on Form 8-K, the Company did not sell any unregistered securities during the period covered by this report.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

Not applicable.

 

ITEM 6. EXHIBITS.

 

The exhibits in the Exhibit Index below are filed or furnished, as applicable, as part of this report.

 

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EXHIBIT INDEX

 

Exhibit
Number
 Description
   
3.1 Articles of Conversion of the Company, as filed with the Nevada Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)
   
3.2 Certificate of Conversion of the Company, as filed with the Delaware Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)
   
3.3 Certificate of Incorporation, as filed with the Delaware Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)
   
3.4 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2020)
   
31.1* Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
   
31.2* Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer
   
32.1* Section 1350 Certification of Principal Executive Officer
   
32.2* Section 1350 Certification of Principal Financial Officer
   
101* Interactive Data Files of Financial Statements and Notes
   
101.INS* Instant Document
   
101.SCH* XBRL Taxonomy Schema Document
   
101.CAL* XBRL Taxonomy Calculation Linkbase Document
   
101.DEF* XBRL Taxonomy Definition Linkbase Document
   
101.LAB* XBRL Taxonomy Label Linkbase Document
   
101.PRE* XBRL Taxonomy Presentation Linkbase Document

 

*Filed herewith

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: February 1, 2021Akoustis Technologies, Inc.
   
 By:/s/ Kenneth E. Boller
  Kenneth E. Boller
  

Interim Chief Financial Officer

  

(Principal Financial and Accounting Officer)

 

 

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