UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 9, 2023, the registrant had
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements relating to our financial condition, results of operations, plans, objectives, future performance and business, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “would,” “potential,” “likely,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q may include, but not be limited to, statements about:
2
We caution you that the foregoing list may not contain all the forward-looking statements made in this Quarterly Report on Form 10-Q.
We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described in the section titled “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K filed with the SEC on March 30, 2022 (the 2022 Annual Report on Form 10-K) and elsewhere in this Quarterly Report on Form 10-Q. These risks are not exhaustive. Other sections of this Quarterly Report on Form 10-Q include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law.
Unless the context otherwise requires, the terms “Teknova,” the “Company,” “we,” “us,” and “our” in this Quarterly Report on Form 10-Q refer to Alpha Teknova, Inc.
3
ALPHA TEKNOVA, INC.
Form 10-Q for the Quarter Ended March 31, 2023
INDEX
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PART I. |
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Item 1. |
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5 |
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Condensed Statements of Operations (Unaudited) for the Three Months Ended March 31, 2023 and 2022 |
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5 |
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Condensed Balance Sheets (Unaudited) at March 31, 2023 and December 31, 2022 |
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6 |
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7 |
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Condensed Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2023 and 2022 |
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8 |
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9 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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18 |
Item 3. |
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24 |
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Item 4. |
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24 |
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PART II. |
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25 |
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Item 1. |
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Item 1A. |
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26 |
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Item 2. |
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28 |
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Item 3. |
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28 |
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Item 4. |
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28 |
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Item 5. |
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28 |
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Item 6. |
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28 |
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30 |
4
PART I – FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
ALPHA TEKNOVA, INC.
Condensed Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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Revenue |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Amortization of intangible assets |
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Total operating expenses |
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Loss from operations |
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Other income (expenses), net |
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Interest income (expense), net |
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Other income, net |
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Total other income (expenses), net |
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Loss before income taxes |
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Benefit from income taxes |
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( |
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Net loss |
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$ |
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$ |
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Net loss per share—basic and diluted |
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$ |
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$ |
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Weighted average shares used in computing net loss per share—basic and diluted |
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The accompanying notes are an integral part of these condensed financial statements.
5
ALPHA TEKNOVA, INC.
Condensed Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
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As of |
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As of |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Inventories, net |
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Income taxes receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant, and equipment, net |
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Operating right-of-use lease assets |
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Intangible assets, net |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Current portion of operating lease liabilities |
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Total current liabilities |
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Deferred tax liabilities |
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Other accrued liabilities |
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Long-term debt, net |
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Long-term operating lease liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
6
ALPHA TEKNOVA, INC.
Condensed Statements of Stockholders’ Equity
(in thousands, except share data)
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance at January 1, 2023 |
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$ |
— |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance at March 31, 2023 |
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$ |
— |
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$ |
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$ |
( |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance at January 1, 2022 |
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$ |
— |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance at March 31, 2022 |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
7
ALPHA TEKNOVA, INC.
Condensed Statements of Cash Flows
(Unaudited)
(in thousands)
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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Operating activities: |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Bad debt expense |
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Inventory reserve |
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( |
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( |
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Depreciation and amortization |
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Stock-based compensation |
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Deferred taxes |
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( |
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Amortization of debt financing costs |
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Non-cash lease expense |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Inventories |
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Prepaid expenses and other current assets |
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Other non-current assets |
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( |
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Accounts payable |
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( |
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Accrued liabilities |
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( |
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Other |
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( |
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( |
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Cash used in operating activities |
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( |
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( |
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Investing activities: |
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Purchase of property, plant, and equipment |
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( |
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( |
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Cash used in investing activities |
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( |
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( |
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Financing activities: |
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Payment of offering costs |
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( |
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Proceeds from exercise of stock options |
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Cash (used in) provided by financing activities |
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( |
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Change in cash and cash equivalents |
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( |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental cash flow disclosures: |
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Income taxes paid |
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$ |
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$ |
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Interest paid, net of amounts capitalized |
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$ |
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$ |
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Capitalized property, plant, and equipment included in accounts payable and accrued liabilities |
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$ |
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$ |
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Deferred offering costs included in accounts payable and accrued liabilities |
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$ |
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$ |
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Debt issuance costs included in accounts payable and accrued liabilities |
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$ |
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$ |
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Recognition of operating right-of-use lease asset |
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$ |
( |
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$ |
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Recognition of operating lease liabilities |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
8
ALPHA TEKNOVA, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Nature of the Business
Alpha Teknova, Inc. (referred to herein as the Company or Teknova), produces critical reagents for the research, discovery, development, and commercialization of novel therapies, vaccines, and molecular diagnostics. Product offerings include pre-poured media plates for cell growth and cloning; liquid cell culture media and supplements for cellular expansion; and molecular biology reagents for sample manipulation, resuspension, and purification. Teknova supports customers spanning the life sciences market, including pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro diagnostic franchises, and academic and government research institutions, with catalog and custom, made-to-order products.
Teknova manufactures its products at its Hollister, California headquarters and stocks inventory of raw materials, components, and finished goods at that location. The Company ships products directly from its warehouse in Hollister, California.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting, Presentation and Use of Estimates
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations.
The unaudited condensed financial statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, 2022, and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts of assets, liabilities, revenue, expenses, and related disclosures at the date of the financial statements and during the reporting period. The Company’s critical and significant accounting estimates are influenced by the Company’s assessment of the economic environment. Actual results may differ from those estimates. Certain prior period amounts have been reclassified to conform to the current year’s presentation.
These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the related notes thereto as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2022 (the 2022 Annual Report on Form 10-K). Refer to “Notes to Financial Statements—Note 2. Summary of Significant Accounting Policies,” within the 2022 Annual Report on Form 10-K for a full list of the Company’s significant accounting policies. The information in those notes has not changed except as a result of normal adjustments in the interim periods.
Teknova has determined that it operates in one reporting unit, one operating segment, and one reportable segment, as the chief operating decision maker of the Company reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
Going Concern
These financial statements and accompanying notes have been prepared in accordance with the provisions of Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements—Going Concern, on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
The Company has incurred operating losses in the past and expects to incur operating losses in the near to medium-term. We have incurred net losses of $
As of March 31, 2023, the Company had $
9
that our existing cash and cash equivalents as of March 31, 2023, together with the credit facility and at-the-market facility, will enable the Company to fund its operating expenses and capital expenditure requirements for at least the next 12 months.
Teknova's principal liquidity requirements are to fund our operations and capital expenditures. The Company may, however, require or elect to secure additional financing as Teknova continues to execute its business strategy. If the Company is required or elects to raise additional funds, Teknova may do so through equity or debt financing, which may or may not be available on favorable terms and could require the Company to agree to covenants that limit our operating flexibility.
Reduction in Workforce
On February 1, 2023, the Company carried out a reduction in workforce of approximately
At-the-Market Facility
On March 30, 2023, the Company entered into a sales agreement (the ATM Facility) with Cowen and Company, LLC (Cowen), under which the Company may offer and sell, from time to time, shares of its common stock having aggregate gross proceeds of up to $
The aggregate market value of shares eligible for sale under the ATM Facility will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on March 30, 2023 is only offering shares having an aggregate offering price of $
Recently Adopted Accounting Pronouncements
Effective January 1, 2023, the Company adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses and applied to the Company’s accounts receivable. The adoption of this standard did not have a significant impact on the Company’s condensed financial statements.
Note 3. Revenue Recognition
Teknova recognizes revenue from the sale of manufactured products and services when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of the Company’s sales agreements contain performance obligations satisfied at a point in time when control is transferred to the customer.
Teknova’s revenue, disaggregated by product category, was as follows (in thousands):
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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Lab Essentials |
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$ |
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$ |
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Clinical Solutions |
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Other |
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Total revenue |
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$ |
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$ |
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Teknova’s revenue, disaggregated by geographic region, was as follows (in thousands):
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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United States |
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$ |
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$ |
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International |
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Total revenue |
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$ |
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$ |
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10
Note 4. Concentrations of Risk
Customers
Customers who accounted for 10% or more of the Company’s revenues and outstanding balance of accounts receivable are presented as follows:
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For the Three Months Ended March 31, |
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As of |
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As of |
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2023 |
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2022 |
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March 31, 2023 |
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December 31, 2022 |
Distributor customer A |
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* |
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* |
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Distributor customer B |
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Direct customer A |
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* |
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* |
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* |
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Direct customer B |
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* |
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* |
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* |
* Represents less than 10%.
The Company’s customers that are distributors, as opposed to direct customers, represent highly diversified customer bases.
Suppliers
Suppliers who accounted for 10% or more of the Company’s inventory purchases and outstanding balance of accounts payable are presented as follows:
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For the Three Months Ended March 31, |
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As of |
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As of |
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2023 |
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2022 |
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March 31, 2023 |
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December 31, 2022 |
Distributor supplier A |
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* |
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Distributor supplier B |
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* |
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* |
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* |
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Direct supplier A |
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* |
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* |
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Direct supplier B |
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* |
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* |
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* |
* Represents less than 10%.
The Company’s suppliers that are distributors, as opposed to direct suppliers, represent highly diversified supplier bases.
Note 5. Inventories, Net
Inventories consist of the following (in thousands):
|
|
As of |
|
|
As of |
|
||
Finished goods, net |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Raw materials, net |
|
|
|
|
|
|
||
Total inventories, net |
|
$ |
|
|
$ |
|
Note 6. Property, Plant, and Equipment, Net
Property, plant, and equipment consist of the following (in thousands):
|
|
As of |
|
|
As of |
|
||
Machinery and equipment |
|
$ |
|
|
$ |
|
||
Office furniture and equipment |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less—Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total property, plant, and equipment, net |
|
$ |
|
|
$ |
|
11
For the three months ended March 31, 2023 and 2022, depreciation expense was approximately $
Teknova capitalizes interest on funds borrowed to finance its capital expenditures. Capitalized interest is recorded as part of an asset’s cost and depreciated over the asset’s useful life. For the three months ended March 31, 2023 and 2022, capitalized interest costs were $
Note 7. Leases
The Company leases office space, warehouse and manufacturing space, and equipment. The Company’s lease agreements have remaining lease terms of
Operating lease expense was $
Maturities of operating lease liabilities at March 31, 2023 were as follows (in thousands):
|
|
Amount |
|
|
Remainder of 2023 |
|
$ |
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
Note 8. Intangible Assets, Net
The following is a summary of intangible assets with definite and indefinite lives (in thousands):
|
|
Balance at March 31, 2023 |
|
|
Balance at December 31, 2022 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Definite Lived: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships |
|
$ |
|
|
$ |
|
|
$ |
|
|