SEC Form 10-Q filed by Twist Bioscience Corporation
$TWST
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 31, 2024
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-38720
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
(Address of principal executive offices and zip code)
(800 ) 719-0671
(Registrant’s telephone number, including area code)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically 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). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of shares of the Registrant’s common stock outstanding as of January 30, 2025, was 59,651,142 .
TWIST BIOSCIENCE CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
1
Forward-looking statements
This Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, or Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to, among other matters, future growth, expansion and other expectations regarding future operations plans and financial performance. Forward-looking statements are also identified by the words “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “could,” “potentially” and variations of such words and similar expressions. You should not rely upon forward-looking statements as predictions of future events. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results, events or circumstances to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include:
•our ability to increase our revenue and our revenue growth rate;
•our ability to accurately estimate capital requirements and our needs for additional financing; our estimates of the size of our market opportunities;
•our ability to increase DNA production, reduce turnaround times and drive cost reductions for our customers;
•our ability to effectively manage our growth;
•our ability to successfully enter new markets and manage our international expansion;
•our ability to develop and commercialize additional products in the synthetic biology, biologic drug and data storage industries;
•our ability to leverage our investment in our manufacturing facility in Wilsonville, Oregon;
•our ability to protect our intellectual property, including our proprietary DNA synthesis platform;
•costs associated with defending intellectual property infringement and other claims;
•the effects of increased competition in our business;
•our ability to keep pace with changes in technology and our competitors;
•our ability to successfully identify, evaluate and manage any future acquisitions of businesses, solutions or technologies;
•the success of our marketing efforts;
•a significant disruption in, or breach in security of our information technology systems and resultant interruptions in service and any related impact on our reputation;
•our ability to attract and retain qualified employees and key personnel;
•the effects of natural or man-made catastrophic events or public health emergencies;
•the effectiveness of our internal controls;
•changes in government regulation affecting our business;
•uncertainty as to economic and market conditions and the impact of adverse economic conditions; and
•other risk factors included under the section titled “Risk factors” contained in Item 1A of our Annual Report on Form 10-K filed with the SEC on November 18, 2024.
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You should not rely upon forward-looking statements as predictions of future events. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results, events or circumstances to differ materially from those expressed or implied in our forward-looking statements.
Readers are urged to carefully review and consider all of the information in this Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission, or SEC. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this filing or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
When we use the terms “Twist,” “Twist Bioscience,” the “Company,” “we,” “us” or “our” in this report, we are referring to Twist Bioscience Corporation and its consolidated subsidiaries unless the context requires otherwise. Sequence space and the Twist logo are trademarks of Twist Bioscience Corporation. All other company and product names may be trademarks of the respective companies with which they are associated.
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PART I. Financial information
Item 1. Financial statements
Twist Bioscience Corporation
Condensed Consolidated Balance Sheets (unaudited)
| (In thousands except per share data) | December 31, 2024 | September 30, 2024 | ||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | $ | $ | ||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Restricted cash, non-current | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Accrued compensation | ||||||||||||||
| Current portion of operating lease liability | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | $ | $ | ||||||||||||
| Operating lease liability, net of current portion | ||||||||||||||
| Liability related to the sale of future revenue | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
| Commitments and contingencies (Note 6) | ||||||||||||||
| Stockholders’ equity | ||||||||||||||
Common stock, $ | $ | $ | ||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive income/(loss) | ( | ( | ||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders’ equity | $ | $ | ||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Twist Bioscience Corporation
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)
| Three months ended December 31, | ||||||||||||||
| (In thousands, except per share data) | 2024 | 2023 | ||||||||||||
Revenues [1] | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||
| Cost of revenues | $ | $ | ||||||||||||
| Research and development | ||||||||||||||
| Selling, general and administrative | ||||||||||||||
| Total operating expenses | $ | $ | ||||||||||||
| Loss from operations | $ | ( | $ | ( | ||||||||||
| Interest income | $ | $ | ||||||||||||
| Interest expense | ( | |||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||
| Loss before income taxes | $ | ( | $ | ( | ||||||||||
| Income tax expense | ( | ( | ||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Other comprehensive loss: | ||||||||||||||
| Change in unrealized gain (loss) on investments | $ | ( | $ | |||||||||||
| Foreign currency translation adjustment | ( | |||||||||||||
| Comprehensive loss | $ | ( | $ | ( | ||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | ||||||||||
| Weighted average shares used in computing net loss per share, basic and diluted | ||||||||||||||
[1] During the three months ended December 31, 2024, and 2023, the Company had revenues from related parties in the amount of $4.0 million and $2.3 million, respectively.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Twist Bioscience Corporation
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)
Three months ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated Other comprehensive loss | Accumulated deficit | Total stockholders' equity | ||||||||||||||||||||||||||||||||||
| (In thousands) | Shares | Amount | ||||||||||||||||||||||||||||||||||||
| Balances as of September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Vesting of restricted stock units | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||
| Repurchases of common stock for income tax withholding | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Balances as of December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Three months ended December 31, 2023 | ||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated Other comprehensive income | Accumulated deficit | Total stockholders' equity | ||||||||||||||||||||||||||||||||||
| (In thousands) | Shares | Amount | ||||||||||||||||||||||||||||||||||||
| Balances as of September 30, 2023 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| — | $ | — | $ | — | $ | — | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||
| Repurchases of common stock for income tax withholding | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Balances as of December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Twist Bioscience Corporation
Condensed Consolidated Statements of Cash Flows (unaudited)
| Three months ended December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Other non-cash adjustments | ( | |||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable, net | ( | |||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other current assets | ( | ( | ||||||||||||
| Other non-current assets | ( | |||||||||||||
| Accounts payable | ( | |||||||||||||
| Accrued expenses | ||||||||||||||
| Accrued compensation | ( | ( | ||||||||||||
| Other liabilities | ( | ( | ||||||||||||
| Net cash used in operating activities | $ | ( | $ | ( | ||||||||||
| Cash flows from investing activities | ||||||||||||||
| Purchases of property and equipment | $ | ( | $ | ( | ||||||||||
| Purchases of investments | ( | ( | ||||||||||||
| Proceeds from maturity of investments | ||||||||||||||
| Net cash (used in) provided by investing activities | $ | ( | $ | |||||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from exercise of stock options | $ | $ | ||||||||||||
| Proceeds from the issuance of liability related to sale of future revenue | ||||||||||||||
| Repurchases of common stock for income tax withholding | ( | ( | ||||||||||||
| Net cash (used in) provided by financing activities | $ | $ | ( | |||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | $ | ( | $ | |||||||||||
| Net decrease in cash, cash equivalents, and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental disclosure of cash flow information | ||||||||||||||
| Income taxes paid, net of refunds | $ | $ | ||||||||||||
| Non-cash investing and financing activities | ||||||||||||||
| Property and equipment additions included in accounts payable and accrued expenses | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Twist Bioscience Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
1. Organization and description of business
Twist Bioscience Corporation (the Company) was incorporated in the state of Delaware on February 4, 2013. The Company is a leading, rapidly growing synthetic biology company that has developed a disruptive DNA synthesis platform to industrialize the engineering of biology. The Company’s fiscal year ends on September 30.
The core of the Company's platform is a proprietary technology that pioneers a new method of manufacturing synthetic DNA by “writing” DNA on a silicon chip. The Company has combined our silicon-based DNA writing technology with proprietary software, scalable commercial infrastructure and an e-commerce platform to create an integrated technology platform that enables us to achieve high levels of quality, precision, automation, and manufacturing throughput at a significantly lower cost than our competitors. The Company has applied its unique technology to manufacture a broad range of synthetic DNA-based products, including synthetic genes, tools for next generation sequencing, or NGS, sample preparation, and antibody libraries for drug discovery and development, all designed to enable its customers to conduct research more efficiently and effectively. The Company has leveraged the same technology to expand its footprint beyond DNA synthesis to manufacture synthetic RNA as well as antibody proteins to disrupt and innovate within larger market opportunities, in addition to discovery partnerships for biologic drugs and developing completely new applications for synthetic DNA, such as digital data storage.
The Company has recognized annual losses from operations since inception and has an accumulated deficit of $1,273.5 million as of December 31, 2024. The Company incurred net losses of $31.6 million and $43.0 million for the three months ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company had cash and cash equivalents of $221.4 million and short-term investments of $49.4 million. The Company expects that its current cash, cash equivalents, and short-term investments will be sufficient to fund its operations for a period of at least one year from the date the condensed consolidated financial statements are issued.
2. Summary of significant accounting policies
Basis of presentation
Use of estimates
Principles of Consolidation
The Company’s unaudited condensed consolidated financial statements include its wholly owned subsidiaries. All intercompany balances and accounts are eliminated in consolidation.
Cash and cash equivalents and restricted cash
8
The following table provides a reconciliation of the Company’s cash and cash equivalents and non-current portion of restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company’s condensed consolidated statements of cash flows:
| (in thousands) | December 31, 2024 | September 30, 2024 | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash, non-current | ||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
Significant accounting policies
There have been no material changes in the accounting policies from those disclosed in the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K other than disclosed below.
Liability related to the sale of future revenue
The Company accounts for the proceeds received from the monetization of future milestone and royalty payments from its contracts with certain customers as a debt instrument, which is amortized using the effective interest rate method over the estimated term of the arrangement. The Company recognizes interest expense thereon using the effective rate, which is based on its current estimates of future milestone and royalty payments under its customer contracts to be paid to the counterparty over the term of the arrangement. The Company periodically assesses these future estimated payments to impute interest on the carrying value of the liability. To the extent its estimates of future payments to the counterparty are greater or less than previous estimates or the estimated timing of such payments is materially different than previous estimates, the Company will account for any such changes by adjusting the effective interest rate on a prospective basis, with a corresponding impact to the liability. The assumptions used in determining the expected repayment term of the liability also requires that the Company makes estimates that could impact the classification of the liability, interest recorded on such liability, as well as the period over which such interest will be incurred. For further discussion, please see Note 5, Liability related to the sale of future revenue liability.
Recent accounting pronouncements
New accounting guidance issued but not yet effective
In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740)". The amendments in this ASU require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update are effective for annual periods beginning after December 15, 2024. The standard is not expected to have a material impact to the Company's consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting (Topic 280)". The amendments in this ASU improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied retrospectively. The standard is not expected to have a material impact to the Company's consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which will require additional expense disclosures for all public entities. The amendments require that at each interim and annual reporting period, an entity will disclose certain disaggregated expenses included in each relevant expense caption, as well as the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the incremental disclosures that will be required in its financial statements.
The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.
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3. Revenue
The Company’s revenue is generated through the sale of synthetic biology tools, such as synthetic genes, oligo pools, NGS tools, DNA libraries and biopharma services for antibody discovery, optimization and development ("Biopharma").
Contract balances
The following table summarizes our contract balances:
| (in thousands) | December 31, 2024 | September 30, 2024 | ||||||||||||
Contract assets(1) | $ | $ | ||||||||||||
Contract liabilities(2) | ||||||||||||||
(1) Consists of unbilled amounts primarily related to Biopharma contracts which consists of research and development agreements with third parties.
For the three months ended December 31, 2024 and December 31, 2023, the Company recognized revenue of $1.7 million and $1.3 million, respectively, from the amount that was included in the contract liability balance at the beginning of each period.
In addition, for all periods presented, there was no revenue recognized in a reporting period from performance obligations satisfied in previous periods. The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of December 31, 2024 was $8.1 million. The Company expects to recognize revenue over the next twelve months relating to performance obligations unsatisfied as of December 31, 2024.
Based on the nature of the Company’s contracts with customers which are recognized over a term of less than 12 months, the Company has elected to use the practical expedient whereby costs to obtain a contract are expensed as they are incurred. The Company states its revenues net of any taxes collected from customers that are required to be remitted to various government agencies. The amount of taxes collected from customers and payable to governmental entities is included on the balance sheet as part of “Accrued expenses and other current liabilities.”
Disaggregation of revenues
The table below sets forth revenues by geographic region, based on ship-to destinations. Americas consists of the United States, Canada, Mexico and South America; EMEA consists of Europe, the Middle East, and Africa; and APAC consists of Japan, China, South Korea, India, Singapore, Malaysia and Australia.
| Three months ended December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Americas | $ | $ | ||||||||||||
| EMEA | ||||||||||||||
| APAC | ||||||||||||||
| Total | $ | $ | ||||||||||||
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The table below sets forth revenues by products.
| Three months ended December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Synthetic genes | $ | $ | ||||||||||||
| Oligo pools | ||||||||||||||
| DNA libraries | ||||||||||||||
| Antibody discovery | ||||||||||||||
| NGS tools | ||||||||||||||
| Total | $ | $ | ||||||||||||
The table below sets forth revenues by industry.
| Three months ended December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Industrial chemicals/materials | $ | $ | ||||||||||||
| Academic research | ||||||||||||||
| Healthcare | ||||||||||||||
| Food/agricultural | ||||||||||||||
| Total | $ | $ | ||||||||||||
4. Cash, cash equivalent and investments
The following table sets forth the cash and cash equivalents, and investments as of December 31, 2024:
| (in thousands) | Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | ||||||||||||||||||||||
| Cash | $ | $ | — | $ | — | $ | ||||||||||||||||||||
| Cash equivalents - money market funds | — | — | ||||||||||||||||||||||||
| Total cash and cash equivalents | $ | $ | — | $ | — | $ | ||||||||||||||||||||
| Short-term investments: | ||||||||||||||||||||||||||
| U.S. government treasury bills | $ | $ | $ | $ | ||||||||||||||||||||||
| Total short-term investments | $ | $ | $ | $ | ||||||||||||||||||||||
| Non-current assets - equity investment in privately held companies | $ | $ | $ | $ | ||||||||||||||||||||||
| Total cash, cash equivalents and investments | $ | $ | $ | $ | ||||||||||||||||||||||
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The following table sets forth the cash and cash equivalents, and investments as of September 30, 2024:
| (in thousands) | Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | ||||||||||||||||||||||
| Cash | $ | $ | — | $ | — | $ | ||||||||||||||||||||
| Cash equivalents - money market funds | — | — | ||||||||||||||||||||||||
| Total cash and cash equivalents | $ | $ | — | $ | — | $ | ||||||||||||||||||||
| Short-term investments: | ||||||||||||||||||||||||||
| U.S. government treasury bills | $ | $ | $ | $ | ||||||||||||||||||||||
| Total short-term investments | $ | $ | $ | $ | ||||||||||||||||||||||
| Non-current assets - equity investment in privately held companies | $ | $ | $ | $ | ||||||||||||||||||||||
| Total cash, cash equivalents and investments | $ | $ | $ | $ | ||||||||||||||||||||||
During the three months ended December 31, 2024 and 2023, gross realized gains and losses related to our short-term investments were not material.
During the three months ended December 31, 2024 and 2023, the Company did not recognize any credit losses.
5. Fair value measurement
The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in its assessment of fair value.
Assets measured at fair value on a recurring basis
As of December 31, 2024, financial assets measured and recognized at fair value are as follows:
| (in thousands) | Level 1 | Level 2 | Level 3 | Fair value | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| U.S. government treasury bills | ||||||||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||||||||||||
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As of September 30, 2024, financial assets measured and recognized at fair value are as follows:
| (in thousands) | Level 1 | Level 2 | Level 3 | Fair value | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| U.S. government treasury bills | ||||||||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||||||||||||
Contractual maturities of short-term investments, as of December 31, 2024, were less than 12 months. Accrued interest receivable balances included in the prepaid expenses and other current assets within the condensed consolidated balance sheets were $1.4 million and $1.0 million as of December 31, 2024 and September 30, 2024, respectively.
As of December 31, 2024 and September 30, 2024, there were no financial liabilities measured and recognized at fair value.
There were no transfers between Level 1, Level 2 and Level 3 in the periods presented.
Assets and liabilities without readily determinable values measured on a non-recurring basis
6. Balance sheet components
Allowance for credit losses
Allowance for credit losses were $0.7 million and $0.7 million as of December 31, 2024 and September 30, 2024, respectively.
Inventories
Inventories consist of the following:
| (in thousands) | December 31, 2024 | September 30, 2024 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work-in-process | ||||||||||||||
| Finished goods | ||||||||||||||
| $ | $ | |||||||||||||
There is no
Property and Equipment, net
13
Property and Equipment, net consists of the following:
| (in thousands) | December 31, 2024 | September 30, 2024 | ||||||||||||
| Laboratory equipment | $ | $ | ||||||||||||
| Furniture, fixtures and other equipment | ||||||||||||||
| Vehicles | ||||||||||||||
| Computer equipment | ||||||||||||||
| Computer software | ||||||||||||||
| Leasehold improvements | ||||||||||||||
| Construction in progress | ||||||||||||||
| $ | $ | |||||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
Construction in progress mainly represents equipment costs, leasehold improvements costs and internal use software development costs. For the three months ended December 31, 2024 and December 31, 2023, the total depreciation and amortization expense was $6.1 million and $6.9 million, respectively.
Other current liabilities
Other current liabilities consist of the following:
| (in thousands) | December 31, 2024 | September 30, 2024 | ||||||||||||
| Income and other taxes payable | $ | $ | ||||||||||||
| Contract liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| $ | $ | |||||||||||||
7. Goodwill and intangible assets
The goodwill balance is presented below:
| (in thousands) | December 31, 2024 | September 30, 2024 | ||||||||||||
| Balance at beginning of period/year | $ | $ | ||||||||||||
| Balance at end of period/year | $ | $ | ||||||||||||
The finite-lived intangible assets balances are presented below:
| December 31, 2024 | ||||||||||||||||||||||||||
| (in thousands, except for years) | Weighted average Amortization period in years | Gross carrying amount | Accumulated amortization | Net book value | ||||||||||||||||||||||
| Developed Technology | $ | $ | ( | $ | ||||||||||||||||||||||
| Customer Relationships | — | ( | ||||||||||||||||||||||||
| Total finite-lived intangible assets | $ | $ | ( | $ | ||||||||||||||||||||||
14
| September 30, 2024 | ||||||||||||||||||||||||||||||||
| (in thousands, except for years) | Weighted average Amortization period in years | Gross carrying amount | Impairment | Accumulated amortization | Net book value | |||||||||||||||||||||||||||
| Developed Technology | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
| Customer Relationships | — | ( | ( | |||||||||||||||||||||||||||||
| Tradenames & Trademarks | — | ( | ( | |||||||||||||||||||||||||||||
| Total finite-lived intangible assets | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
8. Leases
The Company leases certain of its facilities under non-cancellable operating leases expiring at various dates through 2044. The Company is also responsible for utilities, maintenance, insurance, and property taxes under these leases. The lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms, as well as payments for common-area-maintenance and administrative services. The Company often receives customary incentives from its landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases. Leases are classified as operating or financing at commencement. The Company does not have any material financing leases.
Certain leases include options to renew or terminate at the Company’s discretion. The lease terms include periods covered by these options if it is reasonably certain the Company will renew or not terminate. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.
The following table presents the Company's right-of-use assets and lease liabilities related to the Company’s operating leases as of December 31, 2024:
| (in thousands) | December 31, 2024 | |||||||
| Assets: | ||||||||
| Operating lease right-of-use asset | $ | |||||||
| Current liabilities: | ||||||||
| Current portion of operating lease liabilities | $ | |||||||
| Noncurrent liabilities: | ||||||||
| Operating lease liabilities, net of current portion | $ | |||||||
Future minimum lease payments under all non-cancelable operating leases as of December 31, 2024 are as follows:
15
| (in thousands) | Operating leases | |||||||
| Years ending September 30: | ||||||||
Remainder of 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total minimum lease payments | $ | |||||||
| Less: imputed interest | ( | |||||||
| Total operating lease liabilities | $ | |||||||
| Less: current portion | ( | |||||||
| Operating lease liabilities, net of current portion | $ | |||||||
The components of lease expense and supplemental information were as follows:
| Three months ended December 31, | ||||||||||||||
| (in thousands except years and percentage) | 2024 | 2023 | ||||||||||||
| Operating lease costs | $ | $ | ||||||||||||
| Variable lease costs | ||||||||||||||
| Weighted-average remaining lease term (in years) - operating leases | ||||||||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||||||||
Supplemental cash flow information related to leases are as follows:
| Three months ended December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
Cash payments included in the measurement of operating lease liabilities | $ | $ | ||||||||||||
9. Commitments and contingencies
Legal proceedings
The Company may be subject to litigation, claims and disputes in the ordinary course of business. Certain significant matters are described below. We recognize accruals for matters to the extent that we conclude that a loss is both probable and reasonably estimable. If we determine that a material loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss.
Securities Class Action
On December 12, 2022, a putative securities class action lawsuit captioned Peters v. Twist Bioscience Corporation, et al., Case No. 22-cv-08168 (N.D. Cal.) (“Securities Class Action”) was filed in federal court in the Northern District of California (“Court”) against the Company, its Chief Executive Officer, and its Chief Financial Officer (the “Defendants”) alleging violations of federal securities laws. The Securities Class Action’s claims are based in large part on allegations made in a report issued on November 15, 2022 by Scorpion Capital (“Scorpion Report”) concerning, among other things, the Company’s DNA chip technology and accounting practices. The initial complaint filed in the Securities Class Action alleges that various statements that the defendants made between December 13, 2019 and November 14, 2022 were materially false and misleading in light of the allegations in the Scorpion Report. The plaintiff who initiated the lawsuit sought to represent a class of shareholders who acquired shares of the Company’s common stock between December 13, 2019 and November 14, 2022 and sought damages as well as certain other costs. On July 28, 2023, the Court appointed a
16
new plaintiff, not the original plaintiff who filed the case, as lead plaintiff in the case and appointed a new law firm as lead counsel. On October 11, 2023, the lead plaintiff filed an amended complaint. The amended complaint is purportedly brought on behalf of all persons other than the Defendants who acquired the Company’s securities between December 20, 2018 and November 15, 2022. The amended complaint alleges that certain statements regarding, among other things, the Company’s DNA products and accounting practices were false and misleading.
This case remains in the preliminary stage. Given the inherent uncertainty of litigation and the legal standards that must be met, including class certification and success on the merits, the Company cannot express an opinion on the likelihood of an unfavorable outcome or on the amount or range of any potential loss. The Company and the other defendants intend to vigorously defend themselves against the claims asserted against them and filed a motion to dismiss the amended complaint on December 6, 2023. A hearing on the motion to dismiss was held on November 13, 2024 and the Company is now awaiting the judge's decision.
Derivative Action
On September 25, 2023, a shareholder derivative suit captioned Shumacher vs. Leproust et al., No. 1:23-cv-01048-UNA, was filed in the United States District Court for the District of Delaware against directors of the Company and an employee (the “Derivative Action”). The suit is based on substantially the same allegations in the Securities Class Action and seeks to recover, on behalf of the Company, damages to the Company arising from, among other things, the Securities Class Action. On November 13, 2023, the parties to the Derivative Action entered into a stipulation staying the Derivative Action pending resolution of the anticipated motion to dismiss the defendants have filed in the Securities Class Action.
10. Related party transactions
11. Income taxes
12. Common stock
As of December 31, 2024, the Company had reserved sufficient shares of common stock, with a par value of $0.00001 per share, for issuance upon exercise of outstanding stock options. Each share of common stock is entitled to one vote. The holders of shares of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors.
13. Stock-based compensation
Stock-based compensation expense
The Company recorded stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss for the periods presented as follows (in thousands):
| Three months ended December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Cost of revenues | $ | $ | ||||||||||||
| Research and development | ||||||||||||||
| Selling, general and administrative | ||||||||||||||
| Total stock-based compensation expense | $ | $ | ||||||||||||
17
An immaterial amount of stock-based compensation expense was capitalized to property and equipment related to capitalized software development costs for the three months ended December 31, 2024 and 2023.
Restricted stock units
A summary of the Company’s restricted stock unit activity excluding the performance-based restricted stock units during the three months ended December 31, 2024 was as follows:
| (in thousands, except per share data) | Shares | Weighted average grant date fair value per share | ||||||||||||
| Nonvested shares at September 30, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested/Issued | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested shares at December 31, 2024 | $ | |||||||||||||
As of December 31, 2024, there was $91.7 million of total unrecognized compensation cost related to these awards that is expected to be recognized over a weighted average period of 3.1 years. The total grant date fair value of the restricted stock units excluding performance-based restricted units awarded during the three months ended December 31, 2024 was $48.1 million.
Performance stock units
During the three months ended December 31, 2024, the Company granted additional performance-based restricted stock units to executives and employees that will vest upon achievement of multiple year revenue, gross profit, and profitability metrics as determined by the board of directors. Stock compensation expense for these awards is recorded over the vesting period based on the grant date fair value of the awards and probability of the achievement of specified performance targets. The grant date fair value is equal to the closing share price of the Company’s common stock on the date of grant. These awards will vest from a minimum of 10 months to a maximum of 34 months service period following the grant date, provided that the recipient is a Company employee at the time of vesting and the performance targets applicable to each award are achieved. The percentage of these awards that vest will depend on the achievement of specified performance targets at the end of the performance period and can range from 0 % to 140 % of the number of units granted.
A summary of the Company’s performance-based restricted stock units during the three months ended December 31, 2024 was as follows:
| (in thousands, except per share data) | Shares | Weighted average grant date fair value per share | ||||||||||||
| Nonvested shares at September 30, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested/Issued | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested shares at December 31, 2024 | $ | |||||||||||||
As of December 31, 2024, the unrecognized compensation costs related to these awards was $66.4 million based on the maximum achievement of the performance targets. The Company expects to recognize those costs over a weighted average period of 2.0 years. The total grant date fair value of performance-based restricted stock units awarded during the three months ended December 31, 2024 was $62.1 million.
Stock options
A summary of the Company’s stock option activity excluding the performance-based stock options during the three months ended December 31, 2024 was as follows:
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| (in thousands, except per share data) | Shares | Weighted average exercise price per share | Weighted average remaining contractual term (years) | Aggregate intrinsic value | ||||||||||||||||||||||
| Outstanding at September 30, 2024 | $ | $ | ||||||||||||||||||||||||
| Forfeited | ( | — | — | |||||||||||||||||||||||
| Exercised | ( | — | ||||||||||||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | ||||||||||||||||||||||||
| Vested and exercisable at December 31, 2024 | $ | $ | ||||||||||||||||||||||||
As of December 31, 2024, the unrecognized compensation costs related to these awards was $0.1 million. The Company expects to recognize those costs over a weighted average period of 0.8 years.
Performance stock options
A summary of the Company’s performance-based stock option activity during the three months ended December 31, 2024 was as follows:
| (in thousands, except per share data) | Shares | Weighted average exercise price per share | Weighted average remaining contractual term (years) | Aggregate intrinsic value | ||||||||||||||||||||||
| Outstanding at September 30, 2024 | $ | $ | ||||||||||||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | ||||||||||||||||||||||||
Vested and exercisable at December 31, 2024 | $ | $ | ||||||||||||||||||||||||
As of December 31, 2024, the unrecognized compensation costs related to these awards was $0.1 million. The Company expects to recognize those costs over a weighted average period of 0.3 years. As of December 31, 2024, the Company determined that 30,000 shares of common stock are expected to vest based on the probability of the performance condition that will be achieved under this equity award program.
2018 Employee Stock Purchase Plan
The number of shares of the Company's common stock reserved for issuance under the 2018 Employee Stock Purchase Plan ("ESPP") at December 31, 2024 was as follows:
| (In thousands) | Shares available | |||||||
Outstanding at September 30, 2024 | ||||||||
| Additional shares authorized | ||||||||
| Shares issued during the period | ||||||||
Outstanding at December 31, 2024 | ||||||||
14. Net loss per share
The following table sets forth the computation of the Company’s basic and diluted net loss per share:
19
| Three months ended December 31, | ||||||||||||||
| (in thousands, except per share data) | 2024 | 2023 | ||||||||||||
| Numerator: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Denominator: | ||||||||||||||
| Weighted average shares used in computing net loss per share, basic and diluted | ||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | ||||||||||
The potentially dilutive common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented are as follows:
Three months ended | ||||||||||||||
| December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Shares subject to options (including performance options) to purchase common stock | ||||||||||||||
| Unvested restricted stock units and performance stock units | ||||||||||||||
| Shares subject to employee stock purchase plan | ||||||||||||||
| Total | ||||||||||||||
15. Liability related to the sales of future revenue
On October 21, 2024, the Company executed the Royalty Purchase Agreement with XOMA (US) LLC ("XOMA Royalty"). Under the Royalty Purchase Agreement, XOMA Royalty provided Twist Bioscience an upfront payment of $15.0 million in cash in exchange for the right to receive half of the future potential milestone and royalty payments resulting from certain antibody discovery and biopharma services agreements between the Company and its customers ("underlying customer agreements"). The terms of the underlying customer agreements provide for milestone and royalty payments to the Company contingent upon the Company's customers achieving certain clinical, regulatory, development and commercial milestones. Under the terms of the underlying customer agreements, the Company has significant continuing involvement as the Company has ongoing obligations such as services to support the generation of these milestone and royalty payments. As such, the Company applied the guidance under ASC 470, Debt, and recorded the upfront payment of $15.0 million as a liability related to the sale of future revenue, which will be amortized using the effective interest method over the estimated term of the Royalty Purchase agreement.
As milestone and royalty payments are remitted to XOMA Royalty, the balance of the liability related to the sale of future revenue will be effectively repaid over the term of the Royalty Purchase Agreement. In addition, in accordance with ASC 470, Debt, the Company will account for any milestone and royalty payments received in the future as revenue.
The estimate of the effective interest rate contains significant assumptions regarding the timing and amount of expected milestone and royalty payments, which are considered Level 3 fair value inputs, and impact the interest expense that will be recognized over the term of the Royalty Purchase Agreement. As of December 31, 2024, the Company's estimate of aggregate future milestone and royalty payments expected to be paid to XOMA Royalty over the term of the Royalty Purchase Agreement did not exceed $15.0 million, therefore, no imputed interest expense has been recorded during the three months ended December 31, 2024.
* * * * *
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Item 2. Management’s discussion and analysis of financial condition and results of operations
You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those discussed in the section entitled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. In preparing this MD&A, we presume that readers have access to and have read the MD&A in our Annual Report on Form 10-K, pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K.
Overview
We are a leading, rapidly growing synthetic biology company that has developed a disruptive DNA synthesis platform to industrialize the engineering of biology. The core of our platform is a proprietary technology that pioneers a new method of manufacturing synthetic DNA by “writing” DNA on a silicon chip. We have combined our silicon-based DNA writing technology with proprietary software, scalable commercial infrastructure and an e-commerce platform to create an integrated technology platform that enables us to achieve high levels of quality, precision, automation, and manufacturing throughput at a significantly lower cost than our competitors. We have applied our unique technology to manufacture a broad range of synthetic DNA-based products, including synthetic genes, tools for next generation sequencing, or NGS, sample preparation, and antibody libraries for drug discovery and development, all designed to enable our customers to conduct research more efficiently and effectively. Leveraging our same technology, we have expanded our footprint beyond DNA synthesis to manufacture synthetic RNA as well as antibody proteins to disrupt and innovate within larger market opportunities, in addition to discovery partnerships for biologic drugs and developing completely new applications for synthetic DNA, such as digital data storage.
We believe our products enable a broad range of applications that may ultimately improve health and the sustainability of the planet across multiple industries including healthcare, chemicals/materials, food/agriculture, academic research, and technology. We sell our synthetic DNA and synthetic DNA-based products to a customer base of approximately 3,562 customers annually across a broad range of industries. In order to address this diverse customer base, we employ a multi-channel strategy comprised of a direct sales force targeting synthetic DNA customers, a direct sales force focusing on the NGS market and an e-commerce platform that serves both commercial channels. We employ business development and sales representatives for our biopharma solutions as well. Our easy-to-use e-commerce platform allows customers to design, validate, and place on-demand orders of customized DNA online, and enables them to receive real-time customized quotes for their products and track their order status through the manufacturing and delivery process. This is a critical part of our strategy to address our large markets and diverse customer base, as well as drive commercial productivity, enhance the customer experience, and promote loyalty.
We currently generate revenue through our synthetic biology and NGS tools product lines as well as biopharma services for antibody discovery, optimization and development.
Since our inception, we have incurred net losses each year. Our net losses for the three months ended December 31, 2024 was $31.6 million compared to $43.0 million for the three months ended December 31, 2023. As of December 31, 2024 we have accumulated net deficit of $1,273.5 million and cash, cash equivalents and short-term investments of $270.8 million. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the success of our existing products and the development and commercialization of additional products in the synthetic biology, biologic drug and data storage industries as well as leveraging our investment in our manufacturing facility in Wilsonville, Oregon.
Financial highlights from three months ended December 31, 2024 compared to the three months ended December 31, 2023 include the following:
•Revenue growth of 24% to $88.7 million from $71.5 million, primarily due to order growth in NGS tools and synthetic genes;
•Gross margin increased to 48.3% from 40.5% mainly due to increase in revenue and the fixed costs being spread over a larger revenue base;
•Loss from operations decreased to $31.6 million from $43.0 million primarily due to increases in revenue and gross profit;
21
•The net loss per share, basic and diluted, has decreased to $0.53, a significant improvement from the previous net loss per share of $0.75;
•Net cash used in operating activities decreased to $21.4 million from $23.0 million.
Results of operations
Comparison of the three months ended December 31, 2024 and 2023
Revenues
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | Change | % | ||||||||||||||||||||||
| Revenues | $ | 88,713 | $ | 71,498 | $ | 17,215 | 24 | % | ||||||||||||||||||
Revenues by geography
We have one reportable segment from the manufacturing of synthetic DNA products. The following table shows our revenues by geography, based on our customers’ shipping addresses. Americas consists of United States, Canada, Mexico and South America; EMEA consists of Europe, Middle East and Africa; and APAC consists of Japan, China, South Korea, India, Singapore, Malaysia, Australia, New Zealand, Thailand and Taiwan.
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | % | 2023 | % | ||||||||||||||||||||||
| Americas | $ | 53,709 | 61 | % | $ | 43,959 | 61 | % | ||||||||||||||||||
| EMEA | 28,304 | 32 | % | 21,220 | 30 | % | ||||||||||||||||||||
| APAC | 6,700 | 8 | % | 6,319 | 9 | % | ||||||||||||||||||||
| Total revenues | $ | 88,713 | 100 | % | $ | 71,498 | 100 | % | ||||||||||||||||||
Revenues by product
The table below summarized revenues by product:
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | % | 2023 | % | ||||||||||||||||||||||
| Synthetic genes | $ | 26,485 | 30 | % | $ | 19,726 | 28 | % | ||||||||||||||||||
| Oligo pools | 5,094 | 6 | % | 4,189 | 6 | % | ||||||||||||||||||||
| DNA libraries | 2,794 | 3 | % | 2,939 | 4 | % | ||||||||||||||||||||
| Antibody discovery | 5,698 | 6 | % | 5,226 | 7 | % | ||||||||||||||||||||
| NGS tools | 48,642 | 55 | % | 39,418 | 55 | % | ||||||||||||||||||||
| Total revenues | $ | 88,713 | 100 | % | $ | 71,498 | 100 | % | ||||||||||||||||||
Revenues by industry
The table below summarized revenues by industry:
22
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | % | 2023 | % | ||||||||||||||||||||||
| Industrial chemicals/materials | $ | 21,203 | 24 | % | $ | 16,277 | 23 | % | ||||||||||||||||||
| Academic research | 17,546 | 20 | % | 13,773 | 19 | % | ||||||||||||||||||||
| Healthcare | 49,369 | 56 | % | 40,881 | 57 | % | ||||||||||||||||||||
| Food/agriculture | 595 | 1 | % | 567 | 1 | % | ||||||||||||||||||||
| Total revenues | $ | 88,713 | 100 | % | $ | 71,498 | 100 | % | ||||||||||||||||||
Product shipments including synthetic genes
The table below summarized product shipments including synthetic genes:
| Three months ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, | September 30, | June 30, | March 31, | December 31, | September 30, | June 30, | March 31, | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2024 | 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | 2023 | ||||||||||||||||||||||||||||||||||||||||||
| Number of genes shipped | 205 | 196 | 212 | 193 | 171 | 177 | 171 | 152 | ||||||||||||||||||||||||||||||||||||||||||
The number of customers who purchased products from us were approximately 2,376 and 2,140 customers for the three months ended December 31, 2024 and 2023, respectively.
Revenues increased 24% to $88.7 million for the three months ended December 31, 2024, as compared to $71.5 million for the three months ended December 31, 2023. The increase in revenue primarily reflects growth in NGS tools revenue of $9.2 million and growth in synthetic genes revenue of $6.8 million, including the Express Genes offering, which is primarily attributable to increase in revenues from our customers in the healthcare, industrial chemicals/materials and academic research industries and an increase in the number of customers. The number of our genes shipped in the three months ended December 31, 2024 increased to approximately 205,000 genes compared to approximately 171,000 genes in the three months ended December 31, 2023, an increase of 20%.
Cost of revenues
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | Change | % | ||||||||||||||||||||||
| Cost of revenues | $ | 45,873 | $ | 42,536 | $ | 3,337 | 8 | % | ||||||||||||||||||
| Gross profit | $ | 42,840 | $ | 28,962 | $ | 13,878 | 48 | % | ||||||||||||||||||
| Gross margin | 48.3 | % | 40.5 | % | 7.8 | % | ||||||||||||||||||||
Cost of revenues increased 8% to $45.9 million for the three months ended December 31, 2024, as compared to $42.5 million for the three months ended December 31, 2023. The increase is primarily attributable to an increase in material costs of $4.6 million due to higher sales volume which was offset by a decrease in depreciation and amortization expense of $1.3 million due to impairment of long-lived assets in fiscal year 2024. Gross margin increased 778 basis points to 48.3% for the three months ended December 31, 2024 as compared to 40.5% for the three months ended December 31, 2023 mainly due to increase in revenue and the fixed costs being spread over a larger revenue base.
Research and development expenses
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | Change | % | ||||||||||||||||||||||
| Research and development | $ | 21,307 | $ | 23,099 | $ | (1,792) | (8) | % | ||||||||||||||||||
Research and development expenses decreased 8% to $21.3 million for the three months ended December 31, 2024, as compared to $23.1 million for the three months ended December 31, 2023. The decrease is primarily due to a decrease in
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outside service costs of $0.9 million, lab supplies costs of $0.3 million, depreciation and amortization expenses of $0.4 million and personnel costs of $0.2 million.
Selling, general and administrative
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | Change | % | ||||||||||||||||||||||
| Selling, general and administrative | $ | 56,177 | $ | 52,840 | $ | 3,337 | 6 | % | ||||||||||||||||||
Total selling, general and administrative expenses increased 6% to $56.2 million for the three months ended December 31, 2024, as compared to $52.8 million for the three months ended December 31, 2023. The increase is primarily due to an increase in personnel costs of $1.4 million, including stock-based compensation expense of $0.8 million and an increase in third party spending of $1.9M related to outside services, marketing costs and other expenses.
Interest and other income (expense), net
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | Change | % | ||||||||||||||||||||||
| Interest income | $ | 3,240 | $ | 4,120 | $ | (880) | (21) | % | ||||||||||||||||||
| Interest expense | (24) | — | (24) | 100 | % | |||||||||||||||||||||
| Other expense | (69) | (31) | (38) | 123 | % | |||||||||||||||||||||
| Total interest and other income (expense), net | $ | 3,147 | $ | 4,089 | $ | (942) | (23) | % | ||||||||||||||||||
Interest income decreased 21% to $3.2 million for the three months ended December 31, 2024, as compared to $4.1 million for the three months ended December 31, 2023, due to lower cash equivalents and short-term investments balance.
Income tax expense
| Three months ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | Change | % | ||||||||||||||||||||||
| Income tax expense | $ | (97) | $ | (120) | $ | 23 | (19) | % | ||||||||||||||||||
We recorded an income tax provision of $0.1 million and $0.1 million for the three months ended December 31, 2024 and December 31, 2023, respectively.
Liquidity and capital resources
Sources of liquidity
To date, we have financed our operations principally through public equity raises, private placements of our convertible preferred stock, borrowings from credit facilities and revenue from our commercial operations. At December 31, 2024, we had a balance of $221.4 million of cash and cash equivalents and $49.4 million in short-term investments.
During the three months ended December 31, 2024, we received an upfront payment of $15.0 million from XOMA (US) LLC ("XOMA") in cash in exchange for XOMA's right to receive half of the future potential milestone and royalty payments resulting from existing antibody discovery and biopharma services collaborations with Company’s partners. We accounted for the transaction as liability for the sale of future revenue under the accounting guidance for sale of future revenues (see note 15 of the condensed consolidated financial statements included elsewhere in this Form 10-Q).
Operating capital requirements
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Our primary uses of capital are, and we expect will continue to be for the near future, compensation and related expenses, manufacturing costs, laboratory and related supplies, legal and other regulatory expenses and general overhead costs and capital expenditures. We had $5.9 million in commitments for capital expenditures as of December 31, 2024.
Cash flows
The following table summarizes our sources and uses of cash and cash equivalents:
| Three months ended December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Net cash used in operating activities | $ | (21,428) | $ | (22,973) | ||||||||||
| Net cash provided by (used in) investing activities | (1,536) | 4,165 | ||||||||||||
Net cash provided by financing activities | 17,944 | (1,473) | ||||||||||||
Operating activities
Net cash used in operating activities was $21.4 million during the three months ended December 31, 2024 primarily due to a net loss of $31.6 million adjusted for non-cash items including depreciation and amortization expense of $6.4 million, stock-based compensation expense of $12.0 million and a net cash outflow from operating assets and liabilities of $8.2 million. The net cash outflow from operating assets and liabilities was mainly due to an increase in accounts receivable of $4.5 million due to timing of collections, a decrease in accrued compensation of $11.9 million offset by increases in accrued expenses of $3.1 million and accounts payable of $5.7 million. The changes in accrued compensation, accrued expenses, and accounts payable are due to timing of payments to vendors and employees.
Net cash used in operating activities was $23.0 million in the three months ended December 31, 2023 primarily due a net loss of $43.0 million adjusted for non-cash items including depreciation and amortization expenses of $8.2 million and stock-based compensation expense of $11.0 million and a net cash inflow from operating assets and liabilities of $0.5 million. The net cash inflow from operating assets and liabilities was mainly due to decreases in accounts receivable of $8.1 million, inventories of $1.2 million, and other non-current assets of $0.3 million and an increase in accrued expenses of $2.9 million, offset by an increase in prepaid expenses and other current assets of $1.1 million and decreases in accounts payable of $4.2 million, accrued compensation of $5.1 million and other liabilities of $1.5 million.
Investing activities
Net cash used in investing activities was $1.5 million during the three months ended December 31, 2024, which consisted of the purchases of laboratory property, equipment and computers of $2.3 million offset by the proceeds from the net impact of purchases and maturity of investments of $0.7 million.
In the three months ended December 31, 2023, our investing activities provided net cash of $4.2 million, which was comprised of the proceeds from the net impact of purchases and maturity of investments of $5.7 million, offset by the purchases of laboratory property, equipment and computers of $1.5 million.
Financing activities
Net cash provided by financing activities was $17.9 million in the three months ended December 31, 2024, which consisted of $15.0 million from sale of future revenue and $3.0 million from the exercise of stock options.
Net cash used in financing activities was $1.5 million in the three months ended December 31, 2023, which consisted of $2.4 million in repurchases of common stock for income tax withholdings, offset by $1.0 million from the exercise of stock options.
Off-balance sheet arrangements
We do not have any off-balance sheet arrangements.
Contractual obligations and other commitments
Our contractual obligations have not materially changed from those reported in our Annual Report on Form 10-K.
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Critical accounting policies and significant management estimates
The preparation of our Condensed Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and judgments that affect the reported amounts in the financial statements and related disclosures. On an ongoing basis, we evaluate our significant accounting policies and estimates. We base our estimates on historical experience and on various market-specific and other relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates are assessed each period and updated to reflect current information. Actual results may differ significantly from these estimates. A summary of our critical accounting policies and estimates is presented in Part II, Item 7 of our Annual Report on Form 10-K. There were no changes to our critical accounting policies and estimates during the three months ended December 31, 2024.
Recent issued accounting pronouncements
For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our condensed consolidated financial statements, see Note 2, “Summary of significant accounting policies” in Item 1 of Part I of this Form 10-Q.
Item 3. Quantitative and qualitative disclosures about market risk
Information about our market risk is presented in Part II, Item 7A “Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K. Our exposure to market risk has not changed materially since September 30, 2024.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024, which is the end of the period covered by this Quarterly Report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures to ensure that information required to be disclosed by the Company in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures were effective as of December 31, 2024.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.
PART II. Other information
Item 1. Legal proceedings
For a description of material pending legal proceedings, see Note 6 “Commitments and Contingencies - Legal Matters” of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, we are subject to various legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management believes that the final disposition of such matters will not have a material adverse effect on our business, financial position, results of operations or cash flows.
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Item 1A. Risk factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report on Form 10-K filed with the SEC on November 18, 2024, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K. We may disclose changes to risk factors or additional risk factors from time to time in our future filings with the SEC.
Item 2. Unregistered sales of equity securities and use of proceeds
Sales of unregistered securities
None.
Item 3. Defaults upon senior securities
None.
Item 4. Mine safety disclosures
Not applicable.
Item 5. Other information
During the fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (both as defined in Item 408(a) of Regulation S-K).
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Item 6. Exhibits
Exhibit Number | Description | Filed / Furnished / Incorporated from Form | Incorporated by Reference from Exhibit Number | ||||||||||||||
| 10.1 | 10-K | 10.13 | |||||||||||||||
| 31.1 | Filed herewith | ||||||||||||||||
| 31.2 | Filed herewith | ||||||||||||||||
| 32.1† | Furnished herewith | ||||||||||||||||
| 32.2† | Furnished herewith | ||||||||||||||||
| 101 | The following materials from Twist Bioscience Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text. | Filed herewith | |||||||||||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, formatted in Inline XBRL (included in Exhibit 101). | Filed herewith | |||||||||||||||
| † | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Twist Bioscience Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, regardless of any general incorporation language contained in any filing. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| February 3, 2025 | Twist Bioscience Corporation | |||||||
| By: | /s/ Adam Laponis | |||||||
| Adam Laponis | ||||||||
| Chief Financial Officer | ||||||||
| (Authorized officer) | ||||||||
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