Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | Akoustis Technologies, Inc. | |
Entity Central Index Key | 0001584754 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 30,435,451 | |
Entity Filer Number | 001-38029 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 |
Assets: | ||
Cash and cash equivalents | $ 22,611 | $ 30,054 |
Accounts receivable | 583 | 285 |
Inventory | 107 | 94 |
Other current assets | 1,146 | 1,288 |
Total current assets | 24,447 | 31,721 |
Property and equipment, net | 16,045 | 15,178 |
Intangibles, net | 422 | 388 |
Assets held for sale, net | 349 | 300 |
Operating lease right-of-use asset | 636 | |
Restricted cash | 100 | 100 |
Other assets | 324 | 262 |
Total Assets | 42,323 | 47,949 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,592 | 3,211 |
Deferred revenue | 13 | 5 |
Operating lease liability-current | 108 | |
Total current liabilities | 2,713 | 3,216 |
Long-term Liabilities: | ||
Contingent real estate liability | 464 | 445 |
Convertible notes payable, net | 19,270 | 18,215 |
Operating lease liability - non current | 530 | |
Other long-term liabilities | 117 | 118 |
Total long-term liabilities | 20,381 | 18,778 |
Total Liabilities | 23,094 | 21,994 |
Stockholders' Equity | ||
Preferred Stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 45,000,000 shares authorized; 30,467,986 and 30,140,955 shares issued and outstanding at September 30, 2019 and June 30, 2019, respectively | 30 | 30 |
Additional paid in capital | 95,649 | 93,399 |
Accumulated deficit | (76,450) | (67,474) |
Total Stockholders' Equity | 19,229 | 25,955 |
Total Liabilities and Stockholders' Equity | $ 42,323 | $ 47,949 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 5,000,000 | 5,000,000 |
Preferred Stock, issued | ||
Preferred Stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 45,000,000 | 45,000,000 |
Common stock, issued | 30,467,986 | 30,140,955 |
Common stock, outstanding | 30,467,986 | 30,140,955 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||
Revenue with customers | $ 543 | $ 204 |
Grant revenue | 109 | |
Total revenue | 543 | 313 |
Cost of revenue | 336 | 144 |
Gross profit | 207 | 169 |
Operating expenses | ||
Research and development | 5,079 | 4,361 |
General and administrative expenses | 2,801 | 2,505 |
Total operating expenses | 7,880 | 6,866 |
Loss from operations | (7,673) | (6,697) |
Other (expense) income | ||
Interest (expense) income | (994) | (482) |
Rental income | 55 | 69 |
Other income | (1) | |
Change in fair value of contingent real estate liability | (18) | (47) |
Change in fair value of derivative liabilities | (344) | (151) |
Total other (expense) income | (1,302) | (611) |
Net loss | $ (8,975) | $ (7,308) |
Net loss per common share - basic and diluted | $ (0.30) | $ (0.33) |
Weighted average common shares outstanding - basic and diluted | 30,325,185 | 22,240,748 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at beginning at Jun. 30, 2018 | $ 22 | $ 52,074 | $ (38,246) | $ 13,850 |
Balance at beginning, (in shares) at Jun. 30, 2018 | 22,203 | |||
Cumulative-effect adjustment from adoption of ASC 606 | 20 | 20 | ||
Common stock issued for cash, net of issuance costs | (81) | (81) | ||
Common stock issued for cash, net of issuance costs, (in shares) | ||||
Common stock issued for services | 1,947 | 1,947 | ||
Common stock issued for services, (in shares) | 112 | |||
Common stock issued for exercise of warrants | 71 | 71 | ||
Common stock issued for exercise of warrants, (in shares) | 19 | |||
Vesting of restricted shares | 351 | 351 | ||
Common stock issued in payment of note interest | 290 | 290 | ||
Common stock issued in payment of note interest, (in shares) | 40 | |||
Net loss | (7,308) | (7,308) | ||
Balance at ending at Sep. 30, 2018 | $ 22 | 54,652 | (45,534) | 9,140 |
Balance at ending, (in shares) at Sep. 30, 2018 | 22,374 | |||
Balance at beginning at Jun. 30, 2019 | $ 30 | 93,399 | (67,474) | 25,955 |
Balance at beginning, (in shares) at Jun. 30, 2019 | 30,141 | |||
Common stock issued for services | 1,703 | 1,703 | ||
Common stock issued for services, (in shares) | 283 | |||
Common stock issued for exercise of warrants | ||||
Common stock issued for exercise of warrants, (in shares) | 6 | |||
Vesting of restricted shares | 303 | 303 | ||
Common stock issued in payment of note interest | 244 | 244 | ||
Common stock issued in payment of note interest, (in shares) | 38 | |||
Net loss | (8,975) | (8,975) | ||
Balance at ending at Sep. 30, 2019 | $ 30 | $ 95,649 | $ (76,450) | $ 19,229 |
Balance at ending, (in shares) at Sep. 30, 2019 | 30,468 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,975) | $ (7,308) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 695 | 573 |
Common stock issued for services | 1,703 | 2,098 |
Amortization of debt discount | 711 | 251 |
Amortization of operating lease right of use asset | 27 | |
Change in fair value of derivative liabilities | 344 | 151 |
Change in fair value of contingent real estate liability | 18 | 47 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (299) | (104) |
Inventory | (12) | 11 |
Other current assets | 143 | (365) |
Other assets | (63) | (63) |
Accounts payable and accrued expenses | (73) | (71) |
Lease liabilities | (25) | |
Change in other long-term liabilities | 6 | |
Deferred revenue | 8 | 26 |
Net Cash Used in Operating Activities | (5,798) | (4,748) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for machinery and equipment | (1,581) | (1,050) |
Cash received from sale of assets held for sale | 31 | |
Cash paid for intangibles | (64) | (46) |
Net Cash Used In Investing Activities | (1,645) | (1,065) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of warrants | 71 | |
Net Cash Provided By Financing Activities | 71 | |
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | (7,443) | (5,742) |
Cash, Cash Equivalents and Restricted Cash - Beginning of Period | 30,054 | 14,817 |
Cash, Cash Equivalents and Restricted Cash - End of Period | 22,611 | 9,075 |
Cash Paid During the Period for: | ||
Interest | 163 | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued interest paid in common shares | 244 | 290 |
Stock compensation payable | 303 | 200 |
Stock issuance costs in accounts payable and accrued expenses | 81 | |
ASC 606 transition adjustment | 20 | |
Derivative liability of convertible notes | $ 1,299 | $ 1,256 |
Organization
Organization | 3 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization Akoustis Technologies, Inc. ("the Company") was incorporated under the laws of the State of Nevada on April 10, 2013. Effective December 15, 2016, the Company changed its state of incorporation from the State of Nevada 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, and 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 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 XBAW TM |
Going Concern and Management Pl
Going Concern and Management Plans | 3 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management Plans | Note 2. Going Concern and Management Plans The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2019, the Company had working capital of $21.7 million and an accumulated deficit of $76.5 million. Since inception, the Company has recorded approximately $1.1 million and $2.4 million of revenue from contract research and government grants, and microelectromechanical systems ("MEMS") foundry and engineering review services, respectively. As of November 01, 2019, the Company had cash and cash equivalents of $21.1 million. The Company estimates that cash on hand is not sufficient to fund its operations for the next 12 months. Therefore, the Company will need to obtain additional capital to fund operations past that date. The Company is actively managing and controlling cash outflows to mitigate this risk. However, this matter raises substantial doubt about the Company's ability to continue as a going concern within one year from the date of this filing. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. There is no assurance that the Company's projections and estimates are accurate. The Company's primary sources of funds for operations since inception have been contract research and government grants, MEMS Foundry and Engineering services revenue, sales of our equity securities, and issuance of debt. The Company needs to obtain additional capital to accomplish its business plan objectives and will continue its efforts to secure additional funds. However, the amount of funds raised, if any, may not be sufficient to enable the Company to attain profitable operations. To the extent that the Company is unsuccessful in obtaining additional financing, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 ("U.S. 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. 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 September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending June 30, 2020 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 September 13, 2019 (the "2019 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. On February 22, 2018, Akoustis Manufacturing New York, Inc. was merged into Akoustis, Inc., with Akoustis, Inc. as the surviving entity. 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 2019 Annual Report. Since the date of the 2019 Annual Report, other than adopting ASC 842 "Leases" discussed in the footnote below, 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. Shares 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 September 30, 2019 and 2018. Shares of restricted stock are included in the calculation of weighted average shares outstanding. September 30, 2019 September 30, 2018 Restricted stock included in reportable shares outstanding 181,000 513,425 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 . Restricted Cash Restricted cash at September 30, 2019 and June 30, 2019 represents a retained balance obligation included in a deposit account control agreement required by the Company's May 2018 6.5% Convertible Senior Secured Notes due 2023 Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)," with multiple amendments subsequently issued. The new guidance requires that lease arrangements be presented on the lessee's balance sheet by recording a right-of-use asset and a lease liability equal to the present value of the related future minimum lease payments. The Company adopted the standard in the first quarter of fiscal 2020, using the modified retrospective approach which permits lessees to recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. Upon adoption, the Company recorded a right-of-use asset of $0.7 million and a lease liability of $0.7 million. The Company elected the transition package of practical expedients, under which the Company does not have to reassess (1) whether any expired or existing contracts are leases, or contain leases, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. Further, the Company elected the practical expedient not to separate lease and non-lease components for substantially all of its classes of leases and to account for the combined lease and non-lease components as a single lease component. In addition, the Company made an accounting policy election to exclude leases with an initial term of 12 months or less from the balance sheet. This standard did not have a material impact on the Condensed Consolidated Statement of Operations or Condensed Consolidated Statement of Cash Flows. See Note 12 for further disclosures resulting from the adoption of this new standard. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, " Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting," Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Revenue Recognition from Contra
Revenue Recognition from Contracts with Customers | 3 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition from Contracts with Customers | 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 microelectromechanical systems ("MEMS") foundry services and Non-Recurring Engineering ("NRE"). 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 September 30, 2019 (in thousands): Foundry Services Product Sales Total Revenue Customers MEMS $ 245 $ — $ 245 NRE - RF Filters 116 — 116 Filters/Amps — 182 182 Total $ 361 $ 182 $ 543 The following table summarizes the revenues of the Company's reportable segments for the three months ended September 30, 2018 (in thousands): Foundry Services Product Sales Total Revenue Customers MEMS $ 118 - 118 NRE - RF Filters 30 - 30 Filters/Amps - 56 56 Total $ 148 $ 56 204 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 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 Sheet). The following table summarizes the changes in the opening and closing balances of the Company's contract asset and liability for the first quarter of 2019 and 2018 (in thousands): Contract Assets Contract Liability Balance, June 30, 2019 $ 140 $ 5 Closing, September 30, 2019 139 13 Increase/(Decrease) (1 ) 8 Balance, June 30, 2018 $ - $ 53 Closing, September 30, 2018 6 96 Increase/(Decrease) 6 43 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). The amount of revenue recognized in the three months ended September 30, 2019 and 2018 that was included in the opening contract liability balance was $5 thousand which related to filter sales and $25 thousand which related to MEMS business, respectively. 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 three months ended September 30, 2019 that was included in the opening contract asset balance was $94 thousand which primarily related to MEMS business. 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 $0.2 million at September 30, 2019. Grant Revenue From time to time the Company applies for grants from various government bodies (state & federal), such as the National Science Foundation ("NSF"), to support research and development. In addition, the Company is eligible for "matching awards" from state boards to provide additional funds to the Company to supplement the funds awarded under the federal grant program. The Company records grant revenue as a part of revenue from operations due to the fact that grant revenue is viewed as an ongoing function of its intended operations. The revenue from grants is not viewed as "incidental" or "peripheral" which would result in the presentation of grant revenue as "Other income". The Company recognizes nonrefundable grant revenue when the performance obligations have been met, application has been submitted and approval is reasonably assured. |
Common Stock Equivalents
Common Stock Equivalents | 3 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Common Stock Equivalents | Note 5. Common Stock Equivalents The Company had the following common stock equivalents at September 30, 2019 and 2018. These are excluded from the loss per share calculation as they are considered anti-dilutive. September 30, September 30, Convertible Notes 4,960,800 2,290,077 Options 2,137,665 1,364,859 Warrants 626,343 728,493 Total 7,724,808 4,383,429 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6. Property and Equipment, net Property and equipment, net consisted of the following as of September 30, 2019 and June 30, 2019 (in thousands): Estimated Useful Life September 30, 2019 June 30, 2019 Land n/a $ 1,000 $ 1,000 Building 11 years 3,000 3,000 Equipment 2-10 years 15,102 13,611 Leasehold Improvements * 949 949 Software 3 years 161 161 Furniture & Fixtures 5 years 11 11 Computer Equipment 3 years 203 203 Total 20,426 18,935 Less: Accumulated depreciation (4,381 ) (3,757 ) Total $ 16,045 $ 15,178 (*) 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 $0.7 million and $0.6 million for the three months ended September 30, 2019 and 2018, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | Note 7. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following at September 30, 2019 and June 30, 2019 (in thousands): September 30, 2019 June 30, 2019 Accounts payable $ 218 $ 245 Accrued salaries and benefits 1,010 1,552 Accrued professional fees 260 315 Accrued utilities 255 193 Accrued interest 135 135 Accrued goods received not invoiced 77 69 Other accrued expenses 637 702 Totals $ 2,592 $ 3,211 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 8. 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 three months ended September 30, 2019 (in thousands): Fair Value Measurement Using Level 3 Inputs Total Balance, June 30, 2019 $ 955 Change in fair value of derivative liabilities 344 Balance, September 30, 2019 (see footnote 9) $ 1,299 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 weighted average assumptions: September 30, 2019 June 30, Remaining term (years) 3.67-4.17 3.92 Expected volatility 50 % 49 % Risk free interest rate 1.55%-1.56% 1.73 % Dividend yield 0.00 % 0.00 % Risk-free interest rate: Dividend yield: Volatility: Remaining term: |
Convertible Notes
Convertible Notes | 3 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 9. Convertible Notes The following table summarizes convertible debt as of September 30, 2019 (in thousands): Maturity Date Stated Interest Rate Conversion Face Value Remaining Fair Value of Carrying Value Long Term convertible notes payable 6.5% convertible senior secured notes 5/31/2023 6.50 % $ 5.00 $ 15,000 $ (6,200 ) $ 1,185 $ 9,985 6.5% convertible senior notes 11/30/2023 6.50 % $ 5.10 $ 10,000 $ (829 ) $ 114 $ 9,285 Ending Balance as of September 30, 2019 $ 25,000 $ (7,029 ) $ 1,299 $ 19,270 The following table summarizes convertible debt as of June 30, 2019 (in thousands): Maturity Date Stated Interest Rate Conversion Face Value Remaining Fair Value of Carrying Value Long Term convertible notes payable 6.5% convertible senior secured notes 5/31/2023 6.50 % $ 5.00 $ 15,000 $ (6,825 ) $ 955 $ 9,130 6.5% convertible senior notes 11/30/2023 6.50 % $ 5.10 $ 10,000 $ (915 ) $ — $ 9,085 Ending Balance as of June 30, 2019 $ 25,000 $ (7,740 ) $ 955 $ 18,215 |
Concentrations
Concentrations | 3 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10. Concentrations Vendors Vendor concentration as a percentage of purchases for the three months ended September 30, 2019 and 2018 are as follows: Three Months Three Months Vendor 1 15 % — Vendor 2 — 27 % Customers Customer concentration as a percentage of non-grant related revenue for the three months ended September 30, 2019 and 2018 are as follows: Three Months Three Months Customer 1 45 % 40 % Customer 2 20 % — Customer 3 20 % — Customer 4 — 17 % Customer 5 — 15 % Customer 6 — 14 % |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11. Stockholders' Equity Equity Incentive Plans During the three months ended September 30, 2019, the Company granted employees and directors options to purchase an aggregate of 57,000 shares of common stock with a weighted average grant date fair value of $4.23. 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 weighted average assumptions: Three Months Ended September 30, Exercise price $ 7.55 Expected term (years) 4.75 – 5.00 Risk-free interest rate 1.68 – 1.70 % Volatility 67 % Dividend yield 0 % Weighted Average Grant Date Fair Value of Options granted during the period $ 4.23 Expected term: The Company's expected term is based on the period the options are expected to remain outstanding. The Company estimated this amount utilizing the "Simplified Method" in that the Company does not have sufficient historical experience to provide a reasonable basis to estimate an expected term. Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. 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. 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. During the three months ended September 30, 2019 the Company awarded certain employees and contractors grants of an aggregate of 213,600 restricted stock units ("RSUs") with a weighted average grant date fair value of $6.79. 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 September 30, 2019 2018 Research and Development $ 956 $ 915 General and Administrative 747 1,183 Total $ 1,703 $ 2,098 Unrecognized stock-based compensation expense and weighted-average years to be recognized are as follows (in thousands): As of September 30, 2019 Unrecognized stock- based compensation Weighted- to be recognized Options $ 2,358 2.02 Restricted stock awards/units $ 4,647 2.03 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 September 30, Three Months Ended September 30, Operating Lease Expense $ 43 57 Supplemental balance sheet information related to leases was as follows (in thousands): Classification on the Condensed Consolidated Balance Sheet September 30, Assets Operating lease assets Other non-current assets $ 636 Liabilities Other current liabilities Current liabilities 108 Operating lease liabilities Other non-current liabilities 530 Weighted Average Remaining Lease Term: Operating leases 4.6 Years Weighted Average Discount Rate: Operating leases 10.97 % The following table outlines the minimum future lease payments for the next five years and thereafter, (in thousands): For the year ending June 30, 2020 $ 128 2021 174 2022 178 2023 182 2024 149 Thereafter — Total lease payments (Undiscounted cash flows) 811 Less imputed interest (173 ) Total $ 638 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. Real Estate Contingent Liability On March 23, 2017, we entered into an Asset Purchase Agreement and a Real Property Purchase Agreement (collectively, the "STC-MEMS Agreements") with The Research Foundation for the State University of New York ("RF-SUNY") and Fuller Road Management Corporation ("FRMC"), an affiliate of RF-SUNY (collectively, "Sellers"), respectively, to acquire certain specified assets, including STC-MEMS, a semiconductor wafer-manufacturing and microelectromechanical systems ("MEMS") operation with associated wafer-manufacturing tools, and the associated real estate and improvements located in Canandaigua, NY used in the operation of STC-MEMS (the assets and real estate and improvements referred to together herein as the "STC-MEMS Business"). In connection with the acquisition of the STC-MEMS Business, the Company agreed to pay to FRMC a penalty, as set forth below, if the Company sells the property subject to the related Definitive Real Property Purchase Agreement within three (3) years after the date of such agreement for an amount in excess of $1.75 million, subject to certain enumerated exceptions. The penalty imposed shall be equivalent to the amount that the sales price of the property exceeds $1.75 million up to the maximum penalty ("Maximum Penalty") defined below, (in thousands): Maximum Year 3, ending March 23, 2020 $ 464 The fair value of the contingent liability was calculated by an independent third-party appraisal firm, utilizing a present value calculation based on the probability the Company sells the property triggering the contingent penalty and a discount rate of 14.8%. The 14.8% discount rate was derived from a weighted average cost of capital, modified to include the effects of the bargain purchase price. As of September 30, 2019, and June 30, 2019, the fair value of the contingent liability was $0.4 million and $1.2 million, respectively. During the three months ended September 30, 2019 and 2018, the Company marked the contingent liability to fair value and recorded a loss of $0.02 million and $0.5 million, respectively, relating to the change in fair value. 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. Effective November 5, 2018, the employment by the Company of its former principal financial officer, John T. Kurtzweil (the "Former CFO"), ended, after which the Former CFO filed for an arbitration hearing pursuant to the terms of his employment agreement and filed a complaint under the whistleblower provisions of the Sarbanes-Oxley Act of 2002 with the Occupational Safety and Health Administration of the U.S. Department of Labor. On October 28, 2019, the Company and the Former CFO entered into a Settlement Agreement that resolved all pending disputes between the parties with no admission of liability by either party. Pursuant to the Settlement Agreement, following dismissal of the arbitration demand and the complaint filed with the U.S. Department of Labor, the Company will pay to the Former CFO an undisclosed sum. Additionally, under the Settlement Agreement, all stock options and equity awards issued to the Former CFO that had not vested as of the end of his employment were acknowledged as forfeited as of such date. Tax Credit Contingency The Company accrues a liability for indirect tax contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the Company's views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company's accrued liabilities would be recorded in the period in which such determination is made. The Company's gross unrecognized indirect tax credits totaled $0.1 million as of September 30, 2019 and $0.1 million as of June 30, 2019 and is recorded on the Consolidated Balance Sheet as a long-term liability. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions Consulting Services Total stock-based compensation expense related to stock-based awards granted in prior years for consulting services provided by a firm owned by one of the Co-Chairmen of the Company's board of directors was $15 thousand and $16 thousand for the three months ended September 30, 2019 and 2018, respectively. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 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 months ended September 30, 2019 and 2018 are as follows (in thousands): Foundry/ RF Product Total Three months ended September 30, 2019 Revenue $ 361 $ 182 $ 543 Grant revenue — — — Total Revenue 361 182 543 Cost of revenue 138 198 336 Gross margin 223 (16 ) 207 Research and development — 5,079 5,079 General and administrative — 2,801 2,801 Income (Loss) from Operations $ 223 (7,896 ) (7,673 ) Three months ended September 30, 2018 Revenue $ 148 $ 56 $ 204 Grant revenue — 109 109 Total Revenue 148 165 313 Cost of revenue 133 11 144 Gross margin 15 154 169 Research and development — 4,361 4,361 General and administrative — 2,505 2,505 Income (Loss) from Operations $ 15 $ (6,712 ) (6,697 ) As of September 30, 2019 Accounts receivable $ 411 $ 172 $ 583 Property and equipment, net — $ 16,045 $ 16,045 As of June 30, 2019 Accounts receivable $ 150 $ 135 $ 285 Property and equipment, net $ 54 $ 15,124 $ 15,178 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events On November 4, 2019, the Company amended its Certificate of Incorporation to increase the number of authorized shares of its common stock to 100,000,000, as approved by the Company's stockholders at the 2019 annual meeting. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 ("U.S. 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. 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 September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending June 30, 2020 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 September 13, 2019 (the "2019 Annual Report"). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Akoustis, Inc. On February 22, 2018, Akoustis Manufacturing New York, Inc. was merged into Akoustis, Inc., with Akoustis, Inc. as the surviving entity. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Significant Accounting Policies and Estimates | Significant Accounting Policies and Estimates The Company's significant accounting policies are disclosed in Note 3-Summary of Significant Accounting Policies in the 2019 Annual Report. Since the date of the 2019 Annual Report, other than adopting ASC 842 "Leases" discussed in the footnote below, 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. |
Shares Outstanding | Shares 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 September 30, 2019 and 2018. Shares of restricted stock are included in the calculation of weighted average shares outstanding. September 30, 2019 September 30, 2018 Restricted stock included in reportable shares outstanding 181,000 513,425 |
Reclassification | 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 . |
Restricted Cash | Restricted Cash Restricted cash at September 30, 2019 and June 30, 2019 represents a retained balance obligation included in a deposit account control agreement required by the Company's May 2018 6.5% Convertible Senior Secured Notes due 2023 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)," with multiple amendments subsequently issued. The new guidance requires that lease arrangements be presented on the lessee's balance sheet by recording a right-of-use asset and a lease liability equal to the present value of the related future minimum lease payments. The Company adopted the standard in the first quarter of fiscal 2020, using the modified retrospective approach which permits lessees to recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. Upon adoption, the Company recorded a right-of-use asset of $0.7 million and a lease liability of $0.7 million. The Company elected the transition package of practical expedients, under which the Company does not have to reassess (1) whether any expired or existing contracts are leases, or contain leases, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. Further, the Company elected the practical expedient not to separate lease and non-lease components for substantially all of its classes of leases and to account for the combined lease and non-lease components as a single lease component. In addition, the Company made an accounting policy election to exclude leases with an initial term of 12 months or less from the balance sheet. This standard did not have a material impact on the Condensed Consolidated Statement of Operations or Condensed Consolidated Statement of Cash Flows. See Note 12 for further disclosures resulting from the adoption of this new standard. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, " Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting," Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of restricted stock included in reportable shares outstanding | September 30, 2019 September 30, 2018 Restricted stock included in reportable shares outstanding 181,000 513,425 |
Revenue Recognition from Cont_2
Revenue Recognition from Contracts with Customers (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues of reportable segments | The following table summarizes the revenues of the Company's reportable segments for the three months ended September 30, 2019 (in thousands): Foundry Services Product Sales Total Revenue Customers MEMS $ 245 $ — $ 245 NRE - RF Filters 116 — 116 Filters/Amps — 182 182 Total $ 361 $ 182 $ 543 The following table summarizes the revenues of the Company's reportable segments for the three months ended September 30, 2018 (in thousands): Foundry Services Product Sales Total Revenue Customers MEMS $ 118 - 118 NRE - RF Filters 30 - 30 Filters/Amps - 56 56 Total $ 148 $ 56 204 |
Schedule of changes in contract asset and liability | Contract Assets Contract Liability Balance, June 30, 2019 $ 140 $ 5 Closing, September 30, 2019 139 13 Increase/(Decrease) (1 ) 8 Balance, June 30, 2018 $ - $ 53 Closing, September 30, 2018 6 96 Increase/(Decrease) 6 43 |
Common Stock Equivalents (Table
Common Stock Equivalents (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of common stock equivalents | September 30, September 30, Convertible Notes 4,960,800 2,290,077 Options 2,137,665 1,364,859 Warrants 626,343 728,493 Total 7,724,808 4,383,429 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Estimated Useful Life September 30, 2019 June 30, 2019 Land n/a $ 1,000 $ 1,000 Building 11 years 3,000 3,000 Equipment 2-10 years 15,102 13,611 Leasehold Improvements * 949 949 Software 3 years 161 161 Furniture & Fixtures 5 years 11 11 Computer Equipment 3 years 203 203 Total 20,426 18,935 Less: Accumulated depreciation (4,381 ) (3,757 ) Total $ 16,045 $ 15,178 (*) Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | September 30, 2019 June 30, 2019 Accounts payable $ 218 $ 245 Accrued salaries and benefits 1,010 1,552 Accrued professional fees 260 315 Accrued utilities 255 193 Accrued interest 135 135 Accrued goods received not invoiced 77 69 Other accrued expenses 637 702 Totals $ 2,592 $ 3,211 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value on a recurring basis using significant unobservable inputs | Fair Value Measurement Using Level 3 Inputs Total Balance, June 30, 2019 $ 955 Change in fair value of derivative liabilities 344 Balance, September 30, 2019 (see footnote 9) $ 1,299 |
Schedule of weighted average assumptions | September 30, 2019 June 30, Remaining term (years) 3.67-4.17 3.92 Expected volatility 50 % 49 % Risk free interest rate 1.55%-1.56% 1.73 % Dividend yield 0.00 % 0.00 % |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Maturity Date Stated Interest Rate Conversion Face Value Remaining Fair Value of Carrying Value Long Term convertible notes payable 6.5% convertible senior secured notes 5/31/2023 6.50 % $ 5.00 $ 15,000 $ (6,200 ) $ 1,185 $ 9,985 6.5% convertible senior notes 11/30/2023 6.50 % $ 5.10 $ 10,000 $ (829 ) $ 114 $ 9,285 Ending Balance as of September 30, 2019 $ 25,000 $ (7,029 ) $ 1,299 $ 19,270 The following table summarizes convertible debt as of June 30, 2019 (in thousands): Maturity Date Stated Interest Rate Conversion Face Value Remaining Fair Value of Carrying Value Long Term convertible notes payable 6.5% convertible senior secured notes 5/31/2023 6.50 % $ 5.00 $ 15,000 $ (6,825 ) $ 955 $ 9,130 6.5% convertible senior notes 11/30/2023 6.50 % $ 5.10 $ 10,000 $ (915 ) $ — $ 9,085 Ending Balance as of June 30, 2019 $ 25,000 $ (7,740 ) $ 955 $ 18,215 |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentration risk | Three Months Three Months Vendor 1 15 % — Vendor 2 — 27 % Three Months Three Months Customer 1 45 % 40 % Customer 2 20 % — Customer 3 20 % — Customer 4 — 17 % Customer 5 — 15 % Customer 6 — 14 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Black-Scholes option pricing model with weighted average assumptions | Three Months Ended September 30, Exercise price $ 7.55 Expected term (years) 4.75 – 5.00 Risk-free interest rate 1.68 – 1.70 % Volatility 67 % Dividend yield 0 % Weighted Average Grant Date Fair Value of Options granted during the period $ 4.23 |
Schedule of stock-based compensation expense | Three Months Ended September 30, 2019 2018 Research and Development $ 956 $ 915 General and Administrative 747 1,183 Total $ 1,703 $ 2,098 |
Schedule of unrecognized stock-based compensation expense and weighted-average years | As of September 30, 2019 Unrecognized stock- based compensation Weighted- to be recognized Options $ 2,358 2.02 Restricted stock awards/units $ 4,647 2.03 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating lease expense | Three Months Ended September 30, Three Months Ended September 30, Operating Lease Expense $ 43 57 |
Schedule of balance sheet information related to leases | Classification on the Condensed Consolidated Balance Sheet September 30, Assets Operating lease assets Other non-current assets $ 636 Liabilities Other current liabilities Current liabilities 108 Operating lease liabilities Other non-current liabilities 530 Weighted Average Remaining Lease Term: Operating leases 4.6 Years Weighted Average Discount Rate: Operating leases 10.97 % |
Schedule of minimum future lease payments | For the year ending June 30, 2020 $ 128 2021 174 2022 178 2023 182 2024 149 Thereafter — Total lease payments (Undiscounted cash flows) 811 Less imputed interest (173 ) Total $ 638 |
Schedule of future maximum penalty under the equivalent | Maximum Year 3, ending March 23, 2020 $ 464 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of revenue and operating profit (loss) | Foundry/ RF Product Total Three months ended September 30, 2019 Revenue $ 361 $ 182 $ 543 Grant revenue — — — Total Revenue 361 182 543 Cost of revenue 138 198 336 Gross margin 223 (16 ) 207 Research and development — 5,079 5,079 General and administrative — 2,801 2,801 Income (Loss) from Operations $ 223 (7,896 ) (7,673 ) Three months ended September 30, 2018 Revenue $ 148 $ 56 $ 204 Grant revenue — 109 109 Total Revenue 148 165 313 Cost of revenue 133 11 144 Gross margin 15 154 169 Research and development — 4,361 4,361 General and administrative — 2,505 2,505 Income (Loss) from Operations $ 15 $ (6,712 ) (6,697 ) As of September 30, 2019 Accounts receivable $ 411 $ 172 $ 583 Property and equipment, net — $ 16,045 $ 16,045 As of June 30, 2019 Accounts receivable $ 150 $ 135 $ 285 Property and equipment, net $ 54 $ 15,124 $ 15,178 |
Going Concern and Management _2
Going Concern and Management Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Sep. 30, 2019 | Nov. 01, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | |
Going Concern and Management Plans (Textual) | |||||
Working capital | $ 21,700 | ||||
Accumulated deficit | (76,450) | $ (67,474) | |||
Cash and cash equivalents | 22,611 | $ 30,054 | $ 9,075 | $ 14,817 | |
Revenue from contract research and government grants | 1,100 | ||||
Revenue from MEMS foundry and engineering review services | $ 2,400 | ||||
Subsequent Event [Member] | |||||
Going Concern and Management Plans (Textual) | |||||
Cash and cash equivalents | $ 21,100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | Sep. 30, 2019 | Sep. 30, 2018 |
Restricted Stock Units (RSUs) [Member] | ||
Restricted stock included in reportable shares outstanding | 181,000 | 513,425 |
Summary of significant accoun_5
Summary of significant accounting policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Summary of significant accounting policies (Textual) | ||
Right of use asset | $ 636 | |
Lease liability | $ 638 | |
SeniorSubordinatedNotes1Member | ||
Summary of significant accounting policies (Textual) | ||
Maturity date | May 31, 2023 | May 31, 2023 |
Accrued expenses associated with share-based compensation | $ 300 |
Revenue Recognition from Cont_3
Revenue Recognition from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
MEMS | $ 245 | $ 118 |
NRE - RF Filters | 116 | 30 |
Filters/Amps | 182 | 56 |
Total | 543 | 204 |
Foundry Fabrication Services Revenue [Member] | ||
MEMS | 245 | 118 |
NRE - RF Filters | 116 | 30 |
Filters/Amps | ||
Total | 361 | 148 |
Product Sales Revenue [Member] | ||
MEMS | ||
NRE - RF Filters | ||
Filters/Amps | 182 | 56 |
Total | $ 182 | $ 56 |
Revenue Recognition from Cont_4
Revenue Recognition from Contracts with Customers (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Contract Assets [Member] | ||
Balance, Beginning | $ 140 | |
Balance, Closing | 139 | 6 |
Increase/(Decrease) | (1) | 6 |
Contract Liability [Member] | ||
Balance, Beginning | 5 | 53 |
Balance, Closing | 13 | 96 |
Increase/(Decrease) | $ 8 | $ 43 |
Revenue Recognition from Cont_5
Revenue Recognition from Contracts with Customers (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue Recognition from Contracts with Customers (Textual) | ||
Revenue expected to be recognized | $ 200 | |
Opening contract liability balance revenue recognized | 5 | $ 25 |
Opening contract asset balance | $ 94 |
Common Stock Equivalents (Detai
Common Stock Equivalents (Details) - shares | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 7,724,808 | 4,383,429 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 2,137,665 | 1,364,859 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 626,343 | 728,493 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 4,960,800 | 2,290,077 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | ||
Property, Plant and Equipment [Line Items] | |||
Total Gross | $ 20,426 | $ 18,935 | |
Less: Accumulated depreciation | (4,381) | (3,757) | |
Total | $ 16,045 | 15,178 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | n/a | ||
Total Gross | $ 1,000 | 1,000 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 11 years | ||
Total Gross | $ 3,000 | 3,000 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Gross | $ 15,102 | 13,611 | |
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 10 years | ||
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 2 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | [1] | ||
Total Gross | $ 949 | 949 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 3 years | ||
Total Gross | $ 161 | 161 | |
Furniture & Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 5 years | ||
Total Gross | $ 11 | 11 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 3 years | ||
Total Gross | $ 203 | $ 203 | |
[1] | Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Property and Equipment, net (_2
Property and Equipment, net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 700 | $ 600 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 218 | $ 245 |
Accrued salaries and benefits | 1,010 | 1,552 |
Accrued professional fees | 260 | 315 |
Accrued utilities | 255 | 193 |
Accrued interest | 135 | 135 |
Accrued goods received not invoiced | 77 | 69 |
Other accrued expenses | 637 | 702 |
Totals | $ 2,592 | $ 3,211 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Level 3 [Member] $ in Thousands | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance at beginning | $ 955 |
Change in fair value of derivative liabilities | 344 |
Balance at ending | $ 1,299 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Remaining term (years) | 3.92 | |
Expected volatility | 50.00% | 49.00% |
Risk free interest rate | 1.73% | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Remaining term (years) | 3.67 | |
Risk free interest rate | 1.55% | |
Maximum [Member] | ||
Remaining term (years) | 4.17 | |
Risk free interest rate | 1.56% |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details Textual) | Sep. 30, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest rate | 0.00% |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||
Face Value | $ 25,000 | $ 25,000 |
Remaining Debt (Discount) | (7,029) | (7,740) |
Fair Value of Embedded Conversion Option | 1,299 | 955 |
Carrying Value | $ 19,270 | $ 18,215 |
6.5% convertible senior secured notes [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | May 31, 2023 | May 31, 2023 |
State Interest Rate | 6.50% | 6.50% |
Conversion price | $ 5 | $ 5 |
Face Value | $ 15,000 | $ 15,000 |
Remaining Debt (Discount) | (6,200) | (6,825) |
Fair Value of Embedded Conversion Option | 1,185 | 955 |
Carrying Value | $ 9,985 | $ 9,130 |
6.5% convertible senior notes [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Nov. 30, 2023 | Nov. 30, 2023 |
State Interest Rate | 6.50% | 6.50% |
Conversion price | $ 5.10 | $ 5.10 |
Face Value | $ 10,000 | $ 10,000 |
Remaining Debt (Discount) | (829) | (915) |
Fair Value of Embedded Conversion Option | 114 | |
Carrying Value | $ 9,285 | $ 9,085 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cost of Goods [Member] | ||
Number of vendor | 2 | |
Cost of Goods [Member] | Vendor 1 [Member] | ||
Concentration risk, percentage | 15.00% | |
Cost of Goods [Member] | Vendor 2 [Member] | ||
Concentration risk, percentage | 27.00% | |
Sales Revenue, Net [Member] | ||
Number of customers | 6 | |
Sales Revenue, Net [Member] | Customer 1 [Member] | ||
Concentration risk, percentage | 45.00% | 40.00% |
Sales Revenue, Net [Member] | Customer 2 [Member] | ||
Concentration risk, percentage | 20.00% | |
Sales Revenue, Net [Member] | Customer 3 [Member] | ||
Concentration risk, percentage | 20.00% | |
Sales Revenue, Net [Member] | Customer 4 [Member] | ||
Concentration risk, percentage | 17.00% | |
Sales Revenue, Net [Member] | Customer 5 [Member] | ||
Concentration risk, percentage | 15.00% | |
Sales Revenue, Net [Member] | Customer 6 [Member] | ||
Concentration risk, percentage | 14.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended |
Sep. 30, 2019$ / shares | |
Exercise price | $ 7.55 |
Volatility | 67.00% |
Dividend yield | 0.00% |
Weighted Average Grant Date Fair Value of Options granted during the period (in dollars per share) | $ 4.23 |
Maximum [Member] | |
Expected term (in years) | 5 years |
Risk-free interest rate | 1.70% |
Minimum [Member] | |
Expected term (in years) | 4 years 9 months |
Risk-free interest rate | 1.68% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | ||
Research and development | $ 956 | $ 915 |
General and administrative expenses | 747 | 1,183 |
Total | $ 1,703 | $ 2,098 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) $ / shares in Units, $ in Thousands | Sep. 30, 2019USD ($)$ / shares |
Options [Member] | |
Unrecognized stock-based compensation | $ | $ 2,358 |
Weighted-average years to be recognized | $ / shares | $ 2.02 |
Restricted Stock Units (RSUs) [Member] | |
Unrecognized stock-based compensation | $ | $ 4,647 |
Weighted-average years to be recognized | $ / shares | $ 2.03 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | 3 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Stockholders' Equity (Textual) | |
Weighted average grant fair value (in dollars per share) | $ 4.23 |
Dividend yield | 0.00% |
Restricted Stock Units [Member] | |
Stockholders' Equity (Textual) | |
Number of shares granted | shares | 213,600 |
Weighted average grant fair value (in dollars per share) | $ 6.79 |
Restricted Stock Units [Member] | Minimum [Member] | |
Stockholders' Equity (Textual) | |
Vesting period | 4 years |
Restricted Stock Units [Member] | Maximum [Member] | |
Stockholders' Equity (Textual) | |
Vesting period | 5 years |
Employees And Directors [Member] | |
Stockholders' Equity (Textual) | |
Number of shares granted | shares | 57,000 |
Weighted average grant fair value (in dollars per share) | $ 4.23 |
Dividend yield | 0.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Lease Expense | $ 43 | $ 57 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 |
Assets | ||
Operating lease assets | $ 636 | |
Liabilities | ||
Other current liabilities | 108 | |
Operating lease liabilities | $ 530 | |
Weighted Average Remaining Lease Term: | ||
Operating leases | 4 years 7 months 6 days | |
Weighted Average Discount Rate: | ||
Operating leases | 10.97% |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) $ in Thousands | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 128 |
2021 | 174 |
2022 | 178 |
2023 | 182 |
2024 | 149 |
Thereafter | |
Total lease payments (Undiscounted cash flows) | 811 |
Less imputed interest | (173) |
Total | $ 638 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) $ in Thousands | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Year 3, ending March 23, 2020 | $ 464 |
Commitments and Contingencies_6
Commitments and Contingencies (Details Textual) $ in Thousands | Feb. 27, 2018USD ($)a | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2019USD ($) |
Discount rate | 14.80% | |||
Gain on contingent liability | $ (18) | $ (47) | ||
Contingent real estate liability | $ 464 | $ 445 | ||
Weighted average cost of capital | 14.80% | |||
Contingent liability | $ 400 | 1,200 | ||
Unrecognized indirect tax credits totaled | $ 100 | $ 100 | ||
24 - Month Lease Agreement [Member] | Building [Member] | Huntersville, North Carolina [Member] | ||||
Lease term | 5 years | |||
Lease and Project Agreement [Member] | Canandaigua, New York [Member] | OCIDA [Member] | ||||
Lease | $ 1 | |||
Acre parcel of land | a | 9.995 | |||
Mortgages securing an aggregate principal amount | $ 12,000 | |||
Asset Purchase Agreement [Member] | ||||
Description of agreement | If the Company sells the property subject to the related Definitive Real Property Purchase Agreement within three (3) years after the date of such agreement for an amount in excess of $1.75 million, subject to certain enumerated exceptions. | |||
Description of penalty | The penalty imposed shall be equivalent to the amount that the sales price of the property exceeds $1.75 million thousand up to the maximum penalty. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transactions (Textual) | ||
Stock based compensation | $ 1,703 | $ 2,098 |
Co-Chairman [Member] | ||
Related Party Transactions (Textual) | ||
Stock based compensation | $ 15 | $ 16 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | |
Revenue | $ 543 | $ 204 | |
Grant revenue | 109 | ||
Total Revenue | 543 | 313 | |
Cost of revenue | 336 | 144 | |
Gross margin | 207 | 169 | |
Research and development | 5,079 | 4,361 | |
General and administrative | 2,801 | 2,505 | |
Income (Loss) from Operations | (7,673) | (6,697) | |
Accounts receivable | 583 | $ 285 | |
Property and equipment, net | 16,045 | 15,178 | |
Foundry Fabrication Services [Member] | |||
Revenue | 361 | 148 | |
Grant revenue | |||
Total Revenue | 361 | 148 | |
Cost of revenue | 138 | 133 | |
Gross margin | 223 | 15 | |
Research and development | |||
General and administrative | |||
Income (Loss) from Operations | 223 | 15 | |
Accounts receivable | 411 | 150 | |
Property and equipment, net | 54 | ||
RF Filters [Member] | |||
Revenue | 182 | 56 | |
Grant revenue | 109 | ||
Total Revenue | 182 | 165 | |
Cost of revenue | 198 | 11 | |
Gross margin | (16) | 154 | |
Research and development | 5,079 | 4,361 | |
General and administrative | 2,801 | 2,505 | |
Income (Loss) from Operations | (7,896) | $ (6,712) | |
Accounts receivable | 172 | 135 | |
Property and equipment, net | $ 16,045 | $ 15,124 |
Segment Information (Details Te
Segment Information (Details Textual) | 3 Months Ended |
Sep. 30, 2019Number | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Nov. 04, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Subsequent Events (Textual) | |||
Authorized shares of common stock | 45,000,000 | 45,000,000 | |
Maximum [Member] | |||
Subsequent Events (Textual) | |||
Authorized shares of common stock | 100,000,000 |