Description of Company and Basis of Presentation | Note 1 – Description of Company and Basis of Presentation We are a dedicated contract development and manufacturing organization (“CDMO”) that provides a comprehensive range of services from process development to Current Good Manufacturing Practices (“CGMP”) clinical and commercial manufacturing of biologics for the biotechnology and biopharmaceutical industries. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) related to quarterly reports on Form 10-Q, and accordingly, they do not include all the information and disclosures required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended April 30, 2023, as filed with the SEC on April 24, 2024 (the “Amended Form 10-K”). The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operations for the periods presented, with such adjustments consisting only of normal recurring adjustments. Results of operations for interim periods covered by this Quarterly Report on Form 10-Q may not necessarily be indicative of results of operations for the full fiscal year or any other interim period. The unaudited condensed consolidated financial statements include the accounts of Avid Bioservices, Inc. and its subsidiary. All intercompany accounts and transactions among the consolidated entities have been eliminated in the unaudited condensed consolidated financial statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts, as well as disclosures of commitments and contingencies in the financial statements and accompanying notes. Actual results could differ materially from those estimates and assumptions. Restatement of Previously Issued Consolidated Financial Statements On February 29, 2024, we received an acceleration notice (the “Acceleration Notice”) from a holder of our 1.250% Exchangeable Senior Notes due 2026 (the “2026 Notes”). The Acceleration Notice stipulated, among other things, that (i) we did not remove the restrictive legend on the 2026 Notes by March 17, 2022 as required under the indenture governing the 2026 Notes (the “2026 Notes Indenture”), (ii) due to such failure, additional interest had accrued thereafter at a rate of 0.50% per annum (the “Additional Interest”), (iii) such Additional Interest had not been paid by us as of the date of the Acceleration Notice, which constitutes an event of default under the 2026 Notes Indenture (the “Event of Default”), and (iv) such holder was the beneficial owner of at least 25% in aggregate principal amount of the outstanding 2026 Notes and therefore had the right to accelerate all of the 2026 Notes. such holder declared 100% of the principal amount of, and accrued and unpaid interest on, the 2026 Notes to be due and payable immediately. Following the receipt of the Acceleration Notice and a re-evaluation of the accounting for its 2026 Notes, we determined that the 2026 Notes should have been classified as a current liability beginning on October 15, 2022, resulting in an understatement of current liabilities on our consolidated balance sheet. The re-classification of the 2026 Notes to a current liability resulted in negative working capital and created a substantial doubt regarding our ability to continue as a going concern. However, this substantial doubt has been resolved through the subsequent issuance of the 2029 Notes, as further described in Note 9, Subsequent Events The impact on the line items within our unaudited condensed consolidated financial statements as of and for the three months ended July 31, 2023 previously filed in our Quarterly Report on Form 10-Q for the three months ended July 31, 2023 are as follows (in thousands, except par value and per share information): Schedule of balance sheet As of July 31, 2023 Consolidated Balance Sheet (as reported) (adjustments) (as restated) ASSETS Current assets: Cash and cash equivalents $ 24,898 $ – $ 24,898 Accounts receivable, net 16,209 – 16,209 Contract assets 14,454 – 14,454 Inventory 40,866 – 40,866 Prepaid expenses and other current assets 1,892 – 1,892 Total current assets 98,319 – 98,319 Property and equipment, net 182,299 536 182,835 Operating lease right-of-use assets 42,374 – 42,374 Deferred tax assets 114,238 133 114,371 Other assets 4,757 – 4,757 Restricted cash 350 – 350 Total assets $ 442,337 $ 669 $ 443,006 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 22,813 $ – $ 22,813 Accrued compensation and benefits 4,667 – 4,667 Contract liabilities 33,019 – 33,019 Convertible senior notes, net – 140,888 140,888 Current portion of operating lease liabilities 1,262 – 1,262 Other current liabilities 2,296 999 3,295 Total current liabilities 64,057 141,887 205,944 Convertible senior notes, net 140,888 (140,888 ) – Operating lease liabilities, less current portion 45,370 – 45,370 Finance lease liabilities, less current portion 1,424 – 1,424 Total liabilities 251,739 999 252,738 Commitments and contingencies – – – Stockholders’ equity: Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued and outstanding at respective dates – – – Common stock, $0.001 par value; 150,000 shares authorized; 63,111 and 62,692 shares issued and outstanding at respective dates 63 – 63 Additional paid-in capital 623,445 – 623,445 Accumulated deficit (432,910 ) (330 ) (433,240 ) Total stockholders’ equity 190,598 (330 ) 190,268 Total liabilities and stockholders’ equity $ 442,337 $ 669 $ 443,006 Schedule of statement of loss and comprehensive loss Three Months Ended July 31, 2023 Consolidated Statement of Loss and Comprehensive Loss (as reported) (adjustments) (as restated) Revenues $ 37,726 $ – $ 37,726 Cost of revenues 33,626 – 33,626 Gross profit 4,100 – 4,100 Operating expenses: Selling, general and administrative 6,263 – 6,263 Total operating expenses 6,263 – 6,263 Operating loss (2,163 ) – (2,163 ) Interest expense (775 ) (50 ) (825 ) Other income, net 258 – 258 Net loss before income taxes (2,680 ) (50 ) (2,730 ) Income tax benefit (587 ) (21 ) (608 ) Net loss $ (2,093 ) $ (29 ) $ (2,122 ) Comprehensive loss $ (2,093 ) $ (29 ) $ (2,122 ) Net loss per share: Basic $ (0.03 ) – $ (0.03 ) Diluted $ (0.03 ) – $ (0.03 ) Weighted average common shares outstanding: Basic 62,838 – 62,838 Diluted 62,838 – 62,838 Schedule of statement of stockholder equity Three Months Ended July 31, 2023 Accumulated Deficit Total Stockholders’ Equity Accumulated Deficit Total Stockholders’ Equity Condensed Consolidated Statement of Stockholders’ Equity (as reported) (as reported) (adjustments) (as restated) (as restated) Balances at April 30, 2023 $ (430,817 ) $ 189,470 $ (301 ) $ (431,118 ) $ 189,169 Common stock issued under equity compensation plans – 878 – – 878 Stock-based compensation expense – 2,343 – – 2,343 Net loss (2,093 ) (2,093 ) (29 ) (2,122 ) (2,122 ) Balances at July 31, 2023 $ (432,910 ) $ 190,598 $ (330 ) $ (433,240 ) $ 190,268 Schedule of statement of cash flows Three Months Ended July 31 2023 Consolidated Statement of Cash Flows (as reported) (adjustments) (as restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (2,093 ) $ (29 ) $ (2,122 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 2,343 – 2,343 Depreciation and amortization 2,649 – 2,649 Amortization of debt issuance costs 339 – 339 Deferred income taxes (599 ) (21 ) (620 ) Loss on disposal of property and equipment 46 – 46 Changes in operating assets and liabilities: Accounts receivable, net 2,089 – 2,089 Contract assets (4,845 ) – (4,845 ) Inventory 3,042 – 3,042 Prepaid expenses and other assets (131 ) – (131 ) Accounts payable 4,684 – 4,684 Accrued compensation and benefits (4,113 ) – (4,113 ) Contract liabilities (4,333 ) – (4,333 ) Other accrued expenses and liabilities 644 92 736 Net cash used in operating activities (278 ) 42 (236 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (14,114 ) (42 ) (14,156 ) Net cash used in investing activities (14,114 ) (42 ) (14,156 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under equity compensation plans 878 – 878 Principal payments on finance leases (130 ) – (130 ) Net cash provided by financing activities 748 – 748 Net decrease in cash, cash equivalents and restricted cash (13,644 ) – (13,644 ) Cash, cash equivalents and restricted cash, beginning of period 38,892 – 38,892 Cash, cash equivalents and restricted cash, end of period $ 25,248 – $ 25,248 Supplemental disclosures of cash flow information: Cash paid for interest $ 27 $ – $ 27 Cash paid for income taxes $ 12 $ – $ 12 Supplemental disclosures of non-cash activities: Unpaid purchases of property and equipment in accounts payable $ 7,636 $ 93 $ 7,729 |