8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 3, 2011

Codexis, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34705	71-0872999
(State or other Jurisdiction of	(Commission	(IRS Employer
Incorporation or Organization)	File Number)	Identification No.)

Codexis, Inc. 200 Penobscot Drive Redwood City, CA	94063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 650-421-8100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On February 3, 2011, Codexis, Inc. announced its financial results for the fourth quarter and year ended December 31, 2010. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished and not filed:

99.1 Press Release dated February 3, 2011, entitled “Codexis Grows Annual Revenue 29% to $107 million; 77% Increase in Pharmaceutical Product Sales”

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SIGNATURE

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 hereunto duly authorized.

	CODEXIS, INC.
Date: February 3, 2011	By:	/s/    ROBERT LAWSON
		Robert Lawson
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 3, 2011, entitled “Codexis Grows Annual Revenue 29% to $107 million; 77% Increase in Pharmaceutical Product Sales”

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EX-99.1

Exhibit 99.1

Codexis, Inc.

200 Penobscot Drive

Redwood City, CA 94063

Tel: 650.421.8100

www.codexis.com

Codexis Reports Fourth Quarter and Full Year 2010 Results

Grows Annual Revenue 29% to $107 million;

77% Increase in Pharmaceutical Product Sales

Redwood City, CA – February 3, 2011 – Codexis, Inc. (NASDAQ: CDXS) today announced financial results for the fourth quarter and year ended December 31, 2010.

Full Year 2010 Financial Highlights:

Revenue: Revenue increased 29% to $107.1 million, driven by a 77% increase in sales of pharmaceutical products, from $18.6 million in 2009 to $32.8 million in 2010, and increases in collaborative R&D and government grants.

Operating Expenses: Full year operating expenses increased 2% to $86.2 million. R&D expenses decreased 4% to $52.4 million, primarily from the elimination of royalty payments to Maxygen as a result of our acquisition of Maxygen’s gene shuffling IP portfolio in October, 2010. SG&A expenses increased 13% to $33.8 million driven by increases in compensation and benefits and outside services costs associated with becoming a public company.

Net Loss: Net loss was ($8.5) million, or ($0.35) per share, based on 24.6 million weighted average common shares outstanding for the full year 2010. This compares to a net loss of ($20.3) million in 2009.

Adjusted EBITDA: On a non-GAAP basis, Adjusted EBITDA was $9.9 million compared to a loss of ($7.3) million in 2009. Adjusted EBITDA is calculated by adjusting net loss for net interest expense, income taxes, depreciation, amortization, stock-based compensation and preferred stock warrant fair market valuation. A reconciliation of net loss to Adjusted EBITDA is presented below.

Fourth Quarter Financial Highlights:

Revenue: For the fourth quarter of 2010, the company reported revenues of $29.8 million, an increase of 23% from $24.2 million in the fourth quarter of 2009, primarily due to an increase of $3.4 million in product revenue, representing an increase of 67% over the same time period of 2009.

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Operating Expenses: Research and development expenses in the fourth quarter of 2010 were $13.3 million, compared to $15.2 million for the fourth quarter of 2009. The decrease was primarily due to the reduction of royalty cost related to our acquisition of Maxygen’s gene shuffling IP portfolio and a reduction of costs related to our joint development agreement with CO₂ Solution in 2009. Selling, general and administrative expenses in the fourth quarter of 2010 declined to $8.6 million compared to $8.9 million over the same time period of 2009 primarily due to a reduction in discretionary expenses.

Net Loss: Net loss was ($0.5) million, or ($0.01) per share, based on 34.5 million weighted average common shares outstanding in the fourth quarter of 2010. This compares to a net loss of ($5.2) million or ($1.95) per share during the fourth quarter of 2009.

Adjusted EBITDA: On a non-GAAP basis, Adjusted EBITDA increased from ($1.1) million in the fourth quarter of 2009 to $4.4 million in the fourth quarter of 2010. Adjusted EBITDA is calculated by adjusting net loss for net interest expense, income taxes, depreciation, amortization, stock-based compensation and preferred stock warrant fair market valuation. A reconciliation of net loss to Adjusted EBITDA is presented below.

Cash: Cash, and cash equivalents at December 31, 2010, decreased to $72.4 million compared to $99.3 million at September 30, 2010 primarily due to our $20.0 million purchase of the Maxygen, Inc. gene shuffling IP portfolio in October 2010 and our $3.7 million debt repayment.

“In addition to our solid financial results, we continued to exceed our goals in our targeted commercial opportunities,” said Alan Shaw, Ph.D, President and CEO. “We achieved our technical milestones with Shell, we made our first shipments of two important enzymes to Merck and we saw substantial progress in our efforts in carbon capture and chemicals.”

Outlook

Codexis’ statements with regard to its outlook are based on current expectations. The following statements are forward looking, and actual results could differ materially depending on market conditions and the factors set forth under “Forward-Looking Statements” below.

For the full year 2011, Codexis forecasts revenues of $120 million or greater, which would represent growth of 12% or greater compared to 2010. Codexis expects 2011 Adjusted EBITDA will be $5 million or greater.

Conference Call

Codexis will hold a conference call for investors on February 3, 2011 at 1:30 p.m. PT (4:30 p.m. ET). The conference call dial-in numbers are US: 866-788-0541 or International: 857-350-1679, access code 54501345. A live webcast of the call will also be available from the Investor Relations section of www.codexis.com. A recording of the call will be available by calling US: 888-286-8010 or International: 617-801-6888, access code 91197822 beginning approximately two hours after the call, and will be available for up to thirty days. A webcast replay from today’s call will also be available from the Investor Relations section of www.codexis.com approximately two hours after the call and will be available for up to thirty days.

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About Codexis, Inc.

Codexis is a clean technology company. Codexis develops optimized biocatalysts that make industrial processes faster, cleaner and more efficient. Codexis’ technology is commercialized with leading global pharmaceutical companies and in development for advanced biofuels with Shell and carbon capture with Alstom. Other potential markets for the company’s biocatalyst-enabled solutions include chemicals and water treatment.

Forward-Looking Statements

This press release contains forward-looking statements relating to the company’s forecast for 2011 revenue and Adjusted EBITDA, which is defined elsewhere in this press release. You should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results. Factors that could materially affect actual results can be found in Codexis’ Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2010, included under the caption “Risk Factors.” Codexis expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law.

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Codexis, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In Thousands, Except Per Share Amounts)

	Three Months Ended									Twelve Months Ended
	December 31,									December 31,
	2010			2009			% change			2010			2009			% change
Revenues:
Product	$	8,586		$	5,152			67	%	$	32,835		$	18,554			77	%
Related party collaborative research and development		19,275			18,693			3	%		66,148			62,656			6	%
Collaborative research and development		1,471			358			311	%		4,048			1,652			145	%
Government grants		479			35			nm			4,073			46			nm
Total revenues		29,811			24,238			23	%		107,104			82,908			29	%
Costs and operating expenses:
Cost of product revenues		8,126			4,792			70	%		27,982			16,678			68	%
Gross margin $		460			360						4,853			1,876
Gross margin %		5	%		7	%					15	%		10	%
Research and development		13,349			15,240			-12	%		52,405			54,725			-4	%
Selling, general and administrative		8,649			8,932			-3	%		33,841			29,871			13	%
Total costs and operating expenses		30,124			28,964			4	%		114,228			101,274			13	%
Loss from operations		(313	)		(4,726	)		-93	%		(7,124	)		(18,366	)		-61	%
Interest income		31			39			-21	%		166			180			-8	%
Interest expense and other, net		(153	)		(507	)		-70	%		(1,199	)		(2,037	)		-41	%
Loss before provision (benefit) for income taxes		(435	)		(5,194	)		-92	%		(8,157	)		(20,223	)		-60	%
Provision (benefit) for income taxes		60			(13	)		nm			384			66			482	%
Net loss	$	(495	)	$	(5,181	)		-90	%	$	(8,541	)	$	(20,289	)		-58	%
Net loss per share of common stock, basic and diluted	$	(0.01	)	$	(1.95	)				$	(0.35	)	$	(7.74	)
Weighted average common shares used in computing net loss per share of common stock, basic and diluted		34,452			2,653						24,594			2,622

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Codexis, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In Thousands)

	December 31,			December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	72,396		$	31,785
Marketable securities		—			23,778
Accounts receivable, net		10,620			7,246
Related party accounts receivable		4,713			—
Inventories		2,817			2,915
Prepaid expenses and other current assets		1,646			1,658
Total current assets		92,192			67,382
Restricted cash		1,466			731
Property and equipment, net		21,452			21,581
Intangible assets, net		20,158			928
Goodwill		3,241			3,241
Other non-current assets		2,791			5,173
Total assets	$	141,300		$	99,036
Liabilities, redeemable convertible preferred stock, and shareholders’ equity (deficit)
Current liabilities:
Accounts payable	$	9,208		$	9,999
Accrued compensation		8,107			6,518
Related party payable		—			1,314
Other accrued liabilities		5,630			10,376
Redeemable convertible preferred stock warrant liability		—			2,009
Deferred revenues		455			2,240
Related party deferred revenues		4,084			13,161
Financing obligations		—			5,368
Total current liabilities		27,484			50,985
Deferred revenues, net of current portion		1,671			1,856
Related party deferred revenues, net of current portion		3,403			7,487
Financing obligations, net of current portion		—			2,574
Other long-term liabilities		1,381			1,307
Total liabilities		33,939			64,209
Redeemable convertible preferred stock issuable in series A to F		—			179,672
Stockholders’ equity (deficit):
Common stock		4			—
Additional paid-in capital		275,540			15,015
Accumulated other comprehensive loss		(34	)		(252	)
Accumulated deficit		(168,149	)		(159,608	)
Total stockholders’ equity (deficit)		107,361			(144,845	)
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity (deficit)	$	141,300		$	99,036

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Codexis, Inc.

Condensed Consolidated Statements of Cash Flow

(Unaudited)

(In Thousands)

	Twelve Months Ended December 31,
	2010			2009
Operating activities:
Net loss	$	(8,541	)	$	(20,289	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		1,063			957
Depreciation and amortization of property and equipment		7,246			5,172
Revaluation of redeemable convertible preferred stock warrant liability		677			627
Loss (gain) on disposal of property and equipment		148			(50	)
Extinguishment of royalty payable		461			—
Stock-based compensation		8,737			4,822
Accretion of asset retirement obligation		146			43
Amortization of debt discount		26			311
Accretion (amortization) of premium/discount on marketable securities		511			594
Changes in operating assets and liabilities:
Accounts receivable		(8,087	)		(1,054	)
Inventories		98			58
Prepaid expenses and other current assets		13			11
Other assets		2,814			(228	)
Accounts payable		(791	)		189
Accrued compensation		1,589			2,434
Related party payable		(1,314	)		879
Other accrued liabilities		(6,048	)		(3,792	)
Deferred revenues		(15,131	)		530
Net cash used in operating activities		(16,383	)		(8,786	)
Investing activities:
(Increase) decrease in restricted cash		(735	)		193
Purchase of property and equipment		(6,990	)		(10,697	)
Purchase of marketable securities		(49,051	)		(37,118	)
Purchase of Maxygen patent portfolio		(20,705	)		—
Proceeds from sale of marketable securities		1,605			—
Proceeds from maturities of marketable securities		70,695			27,980
Proceeds from disposal of property and equipment		15			—
Purchase of CO2 Solution common shares		—			(1,316	)
Net cash provided by (used in) investing activities		(5,166	)		(20,958	)
Financing activities:
Principal payments on financing obligations		(8,026	)		(6,087	)
Payments in preparation for initial public offering		(3,870	)		(959	)
Proceeds from issuance of preferred stock, net of issuance costs		—			46,926
Proceeds from issuance of common stock on IPO, net of underwriting discounts		72,541			—
Proceeds from exercises of stock options		1,594			117
Net cash provided by financing activities		62,239			39,997
Effect of exchange rate changes on cash and cash equivalents		(79	)		(371	)
Net increase in cash and cash equivalents		40,611			9,882
Cash and cash equivalents:
Beginning of the period		31,785			21,903
End of the period		72,396			31,785
Marketable securities at the end of period		—			23,778
Cash, cash equivalents and marketable securities	$	72,396		$	55,563

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Reconciliation of GAAP to Non-GAAP Financial Information

In this press release, in addition to GAAP financial results, we present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA as a factor in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of our business strategies.

A reconciliation of GAAP net loss to Adjusted EBITDA is included in the table below.

Codexis, Inc.

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(Unaudited)

(In Thousands)

	Three months ended December 31,						Twelve months ended December 31,
Calculation of Adjusted EBITDA	2010			2009			2010			2009
Net loss	$	(495	)	$	(5,181	)	$	(8,541	)	$	(20,289	)
Adjustments:
Minus: Interest income		(31	)		(39	)		(166	)		(180	)
Plus: Interest expense		5			336			529			1,413
Plus: Income taxes		60			(13	)		384			66
Plus: Depreciation and amortization		2,593			1,713			8,266			6,119
Plus: Stock-based compensation		2,296			1,763			8,728			4,912
Plus: Preferred stock warrant fair market valuation adjustment		—			277			677			627
Adjusted EBITDA	$	4,428		$	(1,144	)	$	9,877		$	(7,332	)

Adjusted EBITDA has limitations as an analytical tool. Some of these limitations are:

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

Non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.

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Contacts:

Investors: Cynthia Hiponia, cynthia@blueshirtgroup.com, 415-217-4966

Media: Lyn Christenson, lyn.christenson@codexis.com, 650-421-8144 or Saskia Sidenfaden, ssidenfaden@mww.com, 212-827-3771.

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