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 be 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 10, Subsequent Events The impact on the line items within our unaudited condensed consolidated financial statements as of and for the three and six months ended October 31, 2023 previously filed in our Quarterly Report on Form 10-Q for the three and six months ended October 31, 2023 are as follows (in thousands, except par value and per share information): Schedule of balance sheet As of October 31, 2023 Consolidated Balance Sheet (as reported) (adjustments) (as restated) ASSETS Current assets: Cash and cash equivalents $ 31,424 $ – $ 31,424 Accounts receivable, net 13,379 – 13,379 Contract assets 10,847 – 10,847 Inventory 38,583 – 38,583 Prepaid expenses and other current assets 9,972 – 9,972 Total current assets 104,205 – 104,205 Property and equipment, net 187,174 700 187,874 Operating lease right-of-use assets 41,973 – 41,973 Deferred tax assets 116,617 143 116,760 Other assets 4,673 – 4,673 Total assets $ 454,642 $ 843 $ 455,485 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 22,784 $ – $ 22,784 Accrued compensation and benefits 4,244 – 4,244 Contract liabilities 46,437 – 46,437 Convertible senior notes, net – 141,154 141,154 Current portion of operating lease liabilities 1,263 – 1,263 Other current liabilities 2,209 1,185 3,394 Total current liabilities 76,937 142,339 219,276 Convertible senior notes, net 141,154 (141,154 ) – Operating lease liabilities, less current portion 45,036 – 45,036 Finance lease liabilities, less current portion 7,840 – 7,840 Total liabilities 270,967 1,185 272,152 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; 63,234 and 62,692 shares issued and outstanding at respective dates 63 – 63 Additional paid-in capital 626,031 – 626,031 Accumulated deficit (442,419 ) (342 ) (442,761 ) Total stockholders’ equity 183,675 (342 ) 183,333 Total liabilities and stockholders’ equity $ 454,642 $ 843 $ 455,485 Schedule of statement of loss and comprehensive loss Three Months Ended October 31, 2023 Consolidated Statement of Loss and Comprehensive Loss (as reported) (adjustments) (as restated) Revenues $ 25,395 $ – $ 25,395 Cost of revenues 30,060 – 30,060 Gross loss (4,665 ) – (4,665 ) Operating expenses: Selling, general and administrative 6,557 – 6,557 Total operating expenses 6,557 – 6,557 Operating loss (11,222 ) – (11,222 ) Interest expense (805 ) (22 ) (827 ) Other income, net 140 – 140 Net loss before income taxes (11,887 ) (22 ) (11,909 ) Income tax benefit (2,378 ) (10 ) (2,388 ) Net loss $ (9,509 ) $ (12 ) $ (9,521 ) Comprehensive loss $ (9,509 ) $ (12 ) $ (9,521 ) Net loss per share: Basic $ (0.15 ) – $ (0.15 ) Diluted $ (0.15 ) – $ (0.15 ) Weighted average common shares outstanding: Basic 63,149 – 63,149 Diluted 63,149 – 63,149 Six Months Ended October 31, 2023 Consolidated Statement of Loss and Comprehensive Loss (as reported) (adjustments) (as restated) Revenues $ 63,121 $ – $ 63,121 Cost of revenues 63,686 – 63,686 Gross loss (565 ) – (565 ) Operating expenses: Selling, general and administrative 12,820 – 12,820 Total operating expenses 12,820 – 12,820 Operating loss (13,385 ) – (13,385 ) Interest expense (1,580 ) (72 ) (1,652 ) Other income, net 398 – 398 Net Loss before income taxes (14,567 ) (72 ) (14,639 ) Income tax benefit (2,965 ) (31 ) (2,996 ) Net loss $ (11,602 ) $ (41 ) $ (11,643 ) Comprehensive loss $ (11,602 ) $ (41 ) $ (11,643 ) Net loss per share: Basic $ (0.18 ) – $ (0.18 ) Diluted $ (0.18 ) – $ (0.18 ) Weighted average common shares outstanding: Basic 62,994 – 62,994 Diluted 62,994 – 62,994 Schedule of statement of stockholder equity Three Months Ended October 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 July 31, 2023 $ (432,910 ) $ 190,598 $ (330 ) $ (433,240 ) $ 190,268 Common stock issued under equity compensation plans – 120 – – 120 Stock-based compensation expense – 2,466 – – 2,466 Net loss (9,509 ) (9,509 ) (12 ) (9,521 ) (9,521 ) Balances at October 31, 2023 $ (442,419 ) $ 183,675 $ (342 ) $ (442,761 ) $ 183,333 Six Months Ended October 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 – 998 – – 998 Stock-based compensation expense – 4,809 – – 4,809 Net loss (11,602 ) (11,602 ) (41 ) (11,643 ) (11,643 ) Balances at October 31, 2023 $ (442,419 ) $ 183,675 $ (342 ) $ (442,761 ) $ 183,333 Schedule of statement of cash flows Six Months Ended October 31 2023 Consolidated Statement of Cash Flows (as reported) (adjustments) (as restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (11,602 ) $ (41 ) $ (11,643 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 5,433 – 5,433 Stock-based compensation 4,809 – 4,809 Amortization of debt issuance costs 639 – 639 Deferred income taxes (2,978 ) (31 ) (3,009 ) Loss on disposal of property and equipment 46 – 46 Changes in operating assets and liabilities: Accounts receivable, net 4,919 – 4,919 Contract assets (1,238 ) – (1,238 ) Inventory 5,325 – 5,325 Prepaid expenses and other assets (7,909 ) – (7,909 ) Accounts payable 4,344 – 4,344 Accrued compensation and benefits (4,536 ) – (4,536 ) Contract liabilities 8,808 – 8,808 Other accrued expenses and liabilities (239 ) 259 20 Net cash provided by operating activities 5,821 187 6,008 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (21,437 ) (187 ) (21,624 ) Net cash used in investing activities (21,437 ) (187 ) (21,624 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under equity compensation plans 998 – 998 Proceeds from finance lease 7,412 – 7,412 Principal payments on finance lease (262 ) – (262 ) Net cash provided by financing activities 8,148 – 8,148 Net decrease in cash, cash equivalents and restricted cash (7,468 ) – (7,468 ) Cash, cash equivalents and restricted cash, beginning of period 38,892 – 38,892 Cash, cash equivalents and restricted cash, end of period $ 31,424 – $ 31,424 Supplemental disclosures of cash flow information: Cash paid for interest $ 882 $ (289 ) $ 593 Cash paid for income taxes $ 14 $ – $ 14 Supplemental disclosures of non-cash activities: Unpaid purchases of property and equipment $ 7,972 $ 112 $ 8,084 |