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): November 14, 2017
Amyris, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-34885 | 55-0856151 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
5885 Hollis Street, Suite 100, Emeryville, CA 94608 |
(Address of Principal Executive Offices) (Zip Code) |
(510) 450-0761
(Registrant's telephone number, including area code)
(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: | ||
[ ] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [ ]
Item 2.02. Results of Operations and Financial Condition.
On November 14, 2017, Amyris, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal quarter ended September 30, 2017. A copy of this press release, entitled “Amyris Reports Another Strong Quarter of Product Sales Growth and Expects Strong Finish for 2017”, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits The following exhibit is furnished herewith: The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. In addition, the information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Exhibit
Number
Description
99.1
Press
release, dated November 14, 2017, entitled “Amyris Reports Another Strong Quarter of Product Sales Growth and Expects
Strong Finish for 2017”
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.
Amyris, Inc. | ||
Date: November 14, 2017 | By: | /s/ Kathleen Valiasek |
Kathleen Valiasek | ||
Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press release, dated November 14, 2017, entitled “Amyris Reports Another Strong Quarter of Product Sales Growth and Expects Strong Finish for 2017” |
EXHIBIT 99.1
Amyris Reports Another Strong Quarter of Product Sales Growth and Expects Strong Finish for 2017
EMERYVILLE, Calif., Nov. 14, 2017 (GLOBE NEWSWIRE) -- Amyris, Inc. (Nasdaq:AMRS), the industrial bioscience company, today announced financial results for the third quarter ended September 30, 2017.
“The demand for our technology and products has enabled us to continue executing key partnership agreements while continuing to lead the industry with product revenue growth,” said John Melo, Amyris President & CEO. “The trend to natural and sustainably-sourced products and the significant growth in the health, cosmetics and nutrition segments are continuing to drive our short-term results. We are very pleased by our near-term visibility and we anticipate having a stronger finish than expected for 2017.”
Key Highlights
Other key operating and development highlights during the third quarter and more recently included:
Financial Performance
Third Quarter 2017
Nine Months Ended September 30, 2017
FINANCIAL RESULTS AND NON-GAAP INFORMATION
Condensed consolidated financial information has been presented in accordance with US GAAP as well as on a non-GAAP basis. Management believes that it is useful to supplement its GAAP financial statements with this non-GAAP information because management uses such information for its operating, budgeting and financial planning purposes. These non-GAAP financial measures also facilitate management’s internal comparisons to Amyris’s historical performance as well as comparisons to the operating results of other companies. Management believes these non-GAAP financial measures are useful to investors because they allow for greater transparency into the indicators used by management as a basis for its financial and operational decision-making.
Non-GAAP financial information is not prepared under a comprehensive set of accounting rules and, therefore, should only be read in conjunction with financial information reported under U.S. GAAP in order to understand Amyris’s operating performance. A reconciliation of the non-GAAP financial measures presented in this release, including non-GAAP net loss, and other measures to the most comparable GAAP financial measure is provided in the tables attached to this press release.
QUARTERLY CONFERENCE CALL TODAY
Amyris will discuss these results and provide a business update in a conference call scheduled for 4:30 p.m. ET (1:30 p.m. PT) today. Investors may access the call by dialing (866) 516-3867, participant passcode: 9293849.
A live audio webcast of this conference call and accompanying presentation is also available by visiting the investor relations section of the company's website at http://investors.amyris.com. A replay of the webcast will be available at the investor relations section of the company's website approximately two hours after the conclusion of the call.
About Amyris
Amyris is the integrated renewable products company that is enabling the world’s leading brands to achieve sustainable growth. Amyris applies its innovative bioscience solutions to convert plant sugars into hydrocarbon molecules and produce specialty ingredients and consumer products. The company is delivering its No Compromise® products across a number of markets, including specialty and performance chemicals, flavors and fragrances, cosmetics ingredients, pharmaceuticals, and nutraceuticals. More information about the company is available at www.amyris.com.
Forward-Looking Statements
This release contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding future events (such as the expected announcement of a multi-agreement commercial transaction, including the timing thereof, and Amyris’s anticipated finish to 2017), that involve risks and uncertainties. These statements are based on management's current expectations and actual results and future events may differ materially due to risks and uncertainties, including risks related to Amyris’s liquidity and ability to fund operating and capital expenses, timing and execution risks associated with manufacturing, uncertainty regarding consummating proposed transactions, including the timing thereof, and growth in sales, potential delays or failures in development, production and commercialization of products, risks related to Amyris's reliance on third parties to achieve its goals, and other risks detailed in the "Risk Factors" section of Amyris's quarterly report on Form 10-Q filed on August 14, 2017. Amyris disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
Amyris, the Amyris logo, Biossance, and No Compromise are registered trademarks of Amyris, Inc. All other trademarks are trademarks of their respective owners.
Contact:
Peter DeNardo
Director, Investor Relations and Corporate Communications
Amyris, Inc.
+1 (510) 740-7481
investor@amyris.com
pr@amyris.com
Amyris, Inc. | ||||||||||||
Condensed Consolidated Balance Sheets | ||||||||||||
(In thousands) | ||||||||||||
September 30, | December 31, | |||||||||||
2017 | 2016 | |||||||||||
(Unaudited) | ||||||||||||
Assets | ||||||||||||
Current assets: | ||||||||||||
Cash, cash equivalents and short-term investments | $ | 17,608 | $ | 28,524 | ||||||||
Restricted cash | 4,078 | 4,326 | ||||||||||
Accounts receivable, net | 24,922 | 13,977 | ||||||||||
Inventories | 6,410 | 6,213 | ||||||||||
Prepaid expenses and other current assets | 9,244 | 6,083 | ||||||||||
Total current assets | 62,262 | 59,123 | ||||||||||
Property, plant and equipment, net | 50,130 | 53,735 | ||||||||||
Restricted cash | 958 | 957 | ||||||||||
Recoverable taxes from Brazilian government entities | 17,561 | 13,723 | ||||||||||
Other assets | 7,670 | 2,335 | ||||||||||
Total assets | $ | 138,581 | $ | 129,873 | ||||||||
Liabilities, mezzanine equity, and stockholders' deficit | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable | $ | 20,396 | $ | 15,315 | ||||||||
Deferred revenue | 7,027 | 5,288 | ||||||||||
Accrued and other current liabilities | 28,883 | 30,110 | ||||||||||
Debt, current portion | 6,070 | 25,853 | ||||||||||
Related party debt, current portion | 5,634 | 33,302 | ||||||||||
Total current liabilities | 68,010 | 109,868 | ||||||||||
Long-term debt, net of current portion | 109,205 | 128,744 | ||||||||||
Related party debt | 43,736 | 39,144 | ||||||||||
Derivative liabilities | 89,770 | 6,894 | ||||||||||
Other liabilities | 18,271 | 23,731 | ||||||||||
Total liabilities | 328,992 | 308,381 | ||||||||||
Mezzanine equity: | ||||||||||||
Contingently redeemable common stock | 5,000 | 5,000 | ||||||||||
Convertible preferred stock | - | - | ||||||||||
Amyris, Inc. stockholders’ deficit | (196,348 | ) | (184,445 | ) | ||||||||
Noncontrolling interest | 937 | 937 | ||||||||||
Total stockholders' deficit | (195,411 | ) | (183,508 | ) | ||||||||
Total liabilities, mezzanine equity, and stockholders' deficit | $ | 138,581 | $ | 129,873 | ||||||||
Amyris, Inc. | ||||||||||||||||
Condensed Consolidated Statement of Operations | ||||||||||||||||
(Unaudited) | ||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Revenues | ||||||||||||||||
Renewables product sales | $ | 11,315 | $ | 6,820 | $ | 32,336 | $ | 14,883 | ||||||||
Grants and collaborations revenue | 12,882 | 19,724 | 30,521 | 30,071 | ||||||||||||
Total revenues | 24,197 | 26,544 | 62,857 | 44,954 | ||||||||||||
Cost and operating expenses | ||||||||||||||||
Cost of products sold | 17,637 | 14,876 | 47,684 | 33,945 | ||||||||||||
Research and development(1) | 15,185 | 12,315 | 44,141 | 37,397 | ||||||||||||
Sales, general and administrative(1) | 15,454 | 11,381 | 44,253 | 35,055 | ||||||||||||
Total cost and operating expenses | 48,276 | 38,572 | 136,078 | 106,397 | ||||||||||||
Loss from operations | (24,079 | ) | (12,028 | ) | (73,221 | ) | (61,443 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Gain (loss) from change in fair value of derivative instruments(2) | (2,692 | ) | (786 | ) | 35,422 | 41,826 | ||||||||||
Gain (loss) upon extinguishment of debt | 461 | (217 | ) | (3,067 | ) | (866 | ) | |||||||||
Interest expense | (7,733 | ) | (7,927 | ) | (29,219 | ) | (25,989 | ) | ||||||||
Other expense, net | (136 | ) | 1,402 | (576 | ) | (1,705 | ) | |||||||||
Total other income (loss) | (10,100 | ) | (7,528 | ) | 2,560 | 13,266 | ||||||||||
Loss before income taxes | (34,179 | ) | (19,556 | ) | (70,661 | ) | (48,177 | ) | ||||||||
Benefit (provision) for income taxes | 318 | (148 | ) | 49 | (402 | ) | ||||||||||
Net loss | (33,861 | ) | (19,704 | ) | (70,612 | ) | (48,579 | ) | ||||||||
Net income (loss) attributable to noncontrolling interest | - | - | - | - | ||||||||||||
Net loss attributable to Amyris, Inc. | (33,861 | ) | (19,704 | ) | (70,612 | ) | (48,579 | ) | ||||||||
Less change in fair value of derivative instruments | (35,442 | ) | ||||||||||||||
Less deemed dividend on capital distribution to related parties | - | - | (8,648 | ) | - | |||||||||||
Less deemed dividend related to beneficial conversion feature on Series A | - | - | (562 | ) | - | |||||||||||
Less deemed dividend related to beneficial conversion feature on Series B | (634 | ) | - | (634 | ) | - | ||||||||||
Less deemed dividend related to beneficial conversion feature on Series D | (5,757 | ) | - | (5,757 | ) | - | ||||||||||
Less cumulative dividends on Series A and Series B preferred stock | (2,567 | ) | - | (4,242 | ) | - | ||||||||||
Net loss attributable to common stockholders | $ | (42,819 | ) | $ | (19,704 | ) | $ | (125,897 | ) | $ | (48,579 | ) | ||||
Net loss per share attributable to common stockholders: | ||||||||||||||||
Basic | $ | (1.14 | ) | $ | (1.19 | ) | $ | (3.32 | ) | $ | (3.21 | ) | ||||
Diluted | $ | (1.14 | ) | $ | (1.19 | ) | $ | (4.61 | ) | $ | (4.24 | ) | ||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock: | ||||||||||||||||
Basic | 37,529,694 | 16,612,690 | 27,280,894 | 15,118,144 | ||||||||||||
Diluted | 37,529,694 | 16,612,690 | 27,280,894 | 17,891,675 | ||||||||||||
(1) Includes stock-based compensation expense as follows: | ||||||||||||||||
Research and development | $ | 395 | $ | 481 | $ | 1,320 | $ | 1,457 | ||||||||
Sales, general and administrative | 863 | 1,327 | 2,622 | 4,191 | ||||||||||||
$ | 1,258 | $ | 1,808 | $ | 3,942 | $ | 5,648 | |||||||||
(2) Upon revaluing its derivative liabilities, the Company recorded a non-cash loss for the three months ended September 30, 2017 and 2016, and a non-cash gain for the nine months ended September 30, 2017 and 2016. The changes in the fair value of derivative liabilities primarily as the result of changes in Amyris's stock price during each of the periods presented. The gains and losses for all periods presented included the change in fair value of derivatives in connection with certain features of outstanding convertible notes, related to change in control protection and price-based anti-dilution adjustment provisions. In addition, the gain for the nine months ended September 30, 2017 included the change in fair value of derivatives in connection with convertible preferred stock that was issued in May 2017. | ||||||||||||||||
Amyris, Inc. | ||||||||||||||||
Reconciliation of GAAP to Non-GAAP Financial Information | ||||||||||||||||
(Unaudited) | ||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net loss attributable to Amyris, Inc. common stockholders (GAAP) | $ | (42,819 | ) | $ | (19,704 | ) | $ | (125,897 | ) | $ | (48,579 | ) | ||||
Stock-based compensation expense | 1,258 | 1,808 | 3,942 | 5,648 | ||||||||||||
Change in fair value of derivative instruments(2) | 2,692 | 786 | (35,422 | ) | (41,826 | ) | ||||||||||
(Gain) loss upon extinguishment of debt | (461 | ) | 217 | 3,067 | 866 | |||||||||||
Issuance of warrants with collaboration agreement | - | 416 | - | 416 | ||||||||||||
Deemed dividend on capital distribution to related parties | - | - | 8,648 | - | ||||||||||||
Deemed dividend related to beneficial conversion feature on Series A | - | - | 562 | - | ||||||||||||
Deemed dividend related to beneficial conversion feature on Series B | 634 | - | 634 | - | ||||||||||||
Deemed dividend related to beneficial conversion feature on Series D | 5,757 | - | 5,757 | - | ||||||||||||
Cumulative dividends on Series A and Series B preferred stock | 2,567 | - | 4,242 | - | ||||||||||||
Net loss attributable to Amyris, Inc. common stockholders (non-GAAP) | $ | (30,372 | ) | $ | (16,477 | ) | $ | (134,467 | ) | $ | (83,475 | ) | ||||
Net loss per share attributable to Amyris, Inc. common stockholders - Basic (GAAP) | $ | (1.14 | ) | $ | (1.19 | ) | $ | (4.61 | ) | $ | (3.21 | ) | ||||
Stock-based compensation expense | 0.03 | 0.11 | 0.14 | 0.37 | ||||||||||||
Gain from change in fair value of derivative instruments(2) | 0.07 | 0.05 | (1.30 | ) | (2.77 | ) | ||||||||||
(Gain) loss upon extinguishment of debt | (0.01 | ) | 0.01 | 0.11 | 0.06 | |||||||||||
Issuance of warrants with collaboration agreement | - | 0.03 | - | 0.03 | ||||||||||||
Deemed dividend on capital distribution to related parties | - | - | 0.32 | - | ||||||||||||
Deemed dividend related to beneficial conversion feature on Series A | - | - | 0.02 | - | ||||||||||||
Deemed dividend related to beneficial conversion feature on Series B | 0.02 | - | 0.02 | - | ||||||||||||
Deemed dividend related to beneficial conversion feature on Series D | 0.15 | - | 0.21 | - | ||||||||||||
Cumulative dividends on Series A and Series B preferred stock | 0.07 | - | 0.16 | - | ||||||||||||
Net loss per share attributable to Amyris, Inc. common stockholders - Basic (non-GAAP) | $ | (0.81 | ) | $ | (0.99 | ) | $ | (4.93 | ) | $ | (5.52 | ) | ||||
Amyris, Inc. | |||||||||||||||
Reconciliation of GAAP to Non-GAAP Financial Information | |||||||||||||||
(Unaudited) | |||||||||||||||
(In thousands) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Product sales (GAAP and non-GAAP) | |||||||||||||||
Renewables | $ | 11,315 | $ | 6,820 | $ | 32,336 | $ | 14,883 | |||||||
Product sales (GAAP and non-GAAP) | $ | 11,315 | $ | 6,820 | $ | 32,336 | $ | 14,883 | |||||||
Grants and collaborations revenue (GAAP) | $ | 12,882 | $ | 19,724 | $ | 30,521 | $ | 30,071 | |||||||
Upfront license agreement with Royal DSM | 8,275 | - | 8,275 | - | |||||||||||
Grants and collaborations revenue (non- GAAP)(1) | $ | 21,157 | $ | 19,724 | $ | 38,796 | $ | 30,071 | |||||||
Total revenues (GAAP) | $ | 24,197 | $ | 26,544 | $ | 62,857 | $ | 44,954 | |||||||
Upfront license agreement with Royal DSM | 8,275 | - | 8,275 | - | |||||||||||
Total revenue (non-GAAP)(1) | $ | 32,472 | $ | 26,544 | $ | 71,132 | $ | 44,954 | |||||||
Cost of products sold (GAAP) | $ | 17,637 | $ | 14,876 | $ | 47,684 | $ | 33,945 | |||||||
Other costs/provisions | (394 | ) | (3,240 | ) | 4,209 | (5,135 | ) | ||||||||
Excess capacity | (382 | ) | (304 | ) | (1,931 | ) | (4,481 | ) | |||||||
Depreciation and amortization | (928 | ) | (986 | ) | (2,770 | ) | (2,715 | ) | |||||||
Cost of products sold (non-GAAP) | $ | 15,933 | $ | 10,346 | $ | 47,192 | $ | 21,614 | |||||||
Adjusted gross profit (non-GAAP)(2) | $ | 16,539 | $ | 16,198 | $ | 23,940 | $ | 23,340 | |||||||
Gross margin (%) | 50.9 | % | 61.0 | % | 33.7 | % | 51.9 | % | |||||||
Research and development (GAAP) | $ | 15,185 | $ | 12,315 | $ | 44,141 | $ | 37,397 | |||||||
Stock-based compensation expense | (395 | ) | (481 | ) | (1,320 | ) | (1,457 | ) | |||||||
Issuance of warrants with collaboration agreement | - | (416 | ) | - | (416 | ) | |||||||||
Depreciation and amortization | (1,587 | ) | (1,607 | ) | (4,788 | ) | (5,085 | ) | |||||||
Research and development (non-GAAP) | $ | 13,203 | $ | 9,811 | $ | 38,033 | $ | 30,439 | |||||||
Sales, general and administrative (GAAP) | $ | 15,454 | $ | 11,381 | $ | 44,253 | $ | 35,055 | |||||||
Stock-based compensation expense | (863 | ) | (1,327 | ) | (2,622 | ) | (4,191 | ) | |||||||
Depreciation and amortization | (179 | ) | (274 | ) | (566 | ) | (839 | ) | |||||||
Sales, general and administrative (non-GAAP) | $ | 14,412 | $ | 9,780 | $ | 41,065 | $ | 30,025 | |||||||
(1) The largest differences between the GAAP and non-GAAP collaborations numbers are (i) timing of revenue recognition. | |||||||||||||||
(2) Non-GAAP Adjusted Gross Profit is calculated based on Non-GAAP Product Sales, Non-GAAP Grants and Collaborations Revenues, and Non-GAAP Cost of Products Sold, and does not include costs related to collaborations. | |||||||||||||||