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): March 15, 2019
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 1.02. Termination of a Material Definitive Agreement.
As previously reported, on December 31, 2018, Amyris, Inc. (the “Company”) entered into an Assignment Agreement (the “Assignment Agreement”) with Hangzhou Xinfu Science & Tech Co. Ltd (“Xinfu”), a subsidiary of an existing commercial partner of the Company, relating to the transfer to Xinfu of the Company’s right to receive certain payments under the Value Sharing Agreement, dated December 28, 2017, as amended, between the Company and an affiliate of Koninklijke DSM N.V. in exchange for an upfront cash payment. The consummation of the transactions contemplated by the Assignment Agreement was subject to, and conditioned upon, the parties obtaining certain consents and approvals (the “Transfer Conditions”). The entry into the Assignment Agreement was previously reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 7, 2019, which is incorporated herein by reference. On March 15, 2019, the Company and Xinfu agreed to terminate the Assignment Agreement as a result of the failure of the parties to satisfy the Transfer Conditions on or prior to March 14, 2019. No fees were due by either party as a result of the termination of the Assignment Agreement.
Item 2.02. Results of Operations and Financial Condition.
On March 18, 2019, the Company issued a press release announcing the Company’s financial results for its fiscal quarter and year ended December 31, 2018. A copy of this press release, entitled “Amyris Reports Fourth Quarter and Fiscal Year 2018 Financial Results and Announces Signing of $300 Million Definitive Cannabinoid Agreement”, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Item 2.02 of this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits The following exhibit is furnished herewith:
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: March 18, 2019 | By: | /s/ Kathleen Valiasek |
Kathleen Valiasek | ||
Chief Financial Officer | ||
EXHIBIT 99.1
Amyris Reports Fourth Quarter and Fiscal Year 2018 Financial Results and Announces Signing of $300 Million Definitive Cannabinoid Agreement
Amyris, Inc. (Nasdaq:AMRS), a leader in the development and production of sustainable ingredients for the Health & Wellness, Clean Beauty and Flavors & Fragrances markets, today announced preliminary unaudited financial results for the fourth quarter and fiscal year ended December 31, 2018.
“Our results for the quarter and year are below expectations,” said John Melo, President and CEO of Amyris. “The negative results for the quarter and full year reflect the inability to recognize revenue for a $50 million multi-party Vitamin E deal in China during the fourth quarter. Our financial results for the fourth quarter were also impacted by a 30-day delay to our manufacturing scale-up and production of our natural sweetener product. The sweetener issues were quickly resolved in the first quarter of 2019 with shipments occurring in the current quarter with strong interest and demand for our sweetener.”
Continued Melo, “We have undertaken a thorough review of our business plan for 2019 and will take a more conservative approach in assessing likely revenue opportunities. This is the right course of action to improve our business planning and also our ability to hit our revenue targets.”
Concluded Melo, “We are very pleased to have signed a significant agreement in the cannabinoid market. This agreement is yet another example of a partner coming to us based on confidence in our ability to develop and commercialize fermentation-based natural products at significantly reduced cost.”
Note to Editors: Please see news release issued earlier today entitled, “Amyris Finalizes Cannabinoid Development, Licensing and Commercialization Agreement Containing $300 Million of R&D and Milestone Payments and a Long-Term Royalty Stream.”
Key Highlights
Other key recent operating and development highlights included:
Financial Performance (preliminary unaudited)
Fourth Quarter 2018
Fiscal Year 2018
FINANCIAL RESULTS AND NON-GAAP INFORMATION
To supplement our financial results and guidance presented on a GAAP basis, we use non-GAAP measures that we believe are helpful in understanding our results. These non-GAAP measures are among the factors management uses in planning and forecasting future periods. 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 to understand, manage, and evaluate our business and make operating decisions. Our non-GAAP financial measures include the following:
Non-GAAP net income (loss) is calculated as GAAP net income/loss excluding impairment, stock-based compensation expense, gain on divestitures, gains and losses from changes in the fair value of derivatives, debt extinguishment costs, and depreciation and amortization.
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 income (loss), to the most directly 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: 2393698.
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 and services 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 expected demand growth for Amyris’s sweetener product and anticipated improvements in business planning and ability to hit revenue targets. 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, risks related to potential delays or failures in development, production and commercialization of products, risks related to Amyris's reliance on third parties, and other risks detailed from time to time in filings Amyris makes with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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, and No Compromise are trademarks or registered trademarks of Amyris, Inc. in the U.S. and/or other countries. All other trademarks are the property of their respective owners.
Contact:
Peter DeNardo
Director, Investor Relations and Corporate Communications
Amyris, Inc.
+1 (510) 740-7481
investor@amyris.com
-Financial Tables Attached-
Amyris, Inc. | |||||||
Condensed Consolidated Balance Sheets | |||||||
(In thousands) | December 31, 2018 | December 31, 2017 | |||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 45,353 | $ | 57,059 | |||
Restricted cash | 742 | 2,994 | |||||
Accounts receivable, net | 24,355 | 24,281 | |||||
Contract assets | 8,021 | 9,340 | |||||
Inventories | 11,904 | 5,408 | |||||
Deferred cost of revenue - related party (1) | 7,188 | - | |||||
Prepaid expenses and other current assets | 15,693 | 5,525 | |||||
Total current assets | 113,256 | 104,607 | |||||
Property, plant and equipment, net | 19,632 | 13,892 | |||||
Contract assets, noncurrent | 1,547 | 7,940 | |||||
Deferred cost of revenue, noncurrent - related party (1) | 21,564 | - | |||||
Restricted cash, noncurrent | 960 | 959 | |||||
Recoverable taxes from Brazilian government entities | 1,229 | 1,445 | |||||
Other assets | 14,611 | 22,640 | |||||
Total assets | $ | 172,799 | $ | 151,483 | |||
Liabilities, mezzanine equity and stockholders' deficit | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 31,367 | $ | 15,921 | |||
Accrued and other current liabilities | 25,135 | 29,402 | |||||
Contract liabilities | 7,163 | 4,880 | |||||
Accrued manufacturing fees - related party (1) | 21,036 | - | |||||
Debt, current portion | 116,434 | 36,924 | |||||
Related party debt, current portion | 23,667 | 20,019 | |||||
Total current liabilities | 224,802 | 107,146 | |||||
Long-term debt, net of current portion | 50,848 | 61,893 | |||||
Related party debt, net of current portion | 18,958 | 46,541 | |||||
Derivative liabilities | 44,942 | 119,978 | |||||
Other noncurrent liabilities | 7,692 | 10,632 | |||||
Total liabilities | 347,242 | 346,190 | |||||
Mezzanine equity: | |||||||
Contingently redeemable common stock | 5,000 | 5,000 | |||||
Total Amyris, Inc. stockholders’ deficit | (180,380 | ) | (200,644 | ) | |||
Noncontrolling interest | 937 | 937 | |||||
Total stockholders' deficit | (179,443 | ) | (199,707 | ) | |||
Total liabilities, mezzanine equity and stockholders' deficit | $ | 172,799 | $ | 151,483 | |||
(1) In the fourth quarter of 2018, the Company entered into a series of agreements and amendments to existing agreements with a related party, which are still being evaluated for accounting purposes. The final accounting treatment of these transactions may result in material downward adjustments to Deferred cost of revenue - related party, Deferred cost of revenue, noncurrent - related party and Accrued manufacturing fees - related party. | |||||||
Unaudited Financial Statements | |||||||
Amyris, Inc. | |||||||||||||||
Condensed Consolidated Statements of Operations | |||||||||||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
(In thousands, except per share data) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Revenue | |||||||||||||||
Renewable products (includes related party revenue of $2, $1,491, $310 and $1,291, respectively) | $ | 12,131 | $ | 13,445 | $ | 33,598 | $ | 42,370 | |||||||
Licenses and royalties (includes related party revenue of $0, $57,270, $18,248 and $57,972, respectively) (1) | 1,217 | 57,703 | 19,683 | 64,477 | |||||||||||
Grants and collaborations (includes related party revenue of $(66), $896, $5,546 and $1,679, respectively) | 6,014 | 9,440 | 27,139 | 36,598 | |||||||||||
Total revenue (includes related party revenue of $(64), $59,656, $24,104 and $60,942, respectively) | 19,362 | 80,588 | 80,420 | 143,445 | |||||||||||
Cost and operating expenses | |||||||||||||||
Cost of products sold | 19,034 | 15,029 | 38,907 | 62,713 | |||||||||||
Research and development (2) | 18,145 | 12,815 | 68,690 | 56,956 | |||||||||||
Sales, general and administrative (2) | 26,951 | 19,038 | 86,923 | 63,291 | |||||||||||
Impairment | 6,848 | - | 6,848 | - | |||||||||||
Total cost and operating expenses | 70,978 | 46,882 | 201,368 | 182,960 | |||||||||||
Loss from operations | (51,616 | ) | 33,706 | (120,948 | ) | (39,515 | ) | ||||||||
Other income (expense): | |||||||||||||||
Gain (loss) on divestiture | (899 | ) | 5,732 | (899 | ) | 5,732 | |||||||||
Interest expense | (13,581 | ) | (4,813 | ) | (39,268 | ) | (34,032 | ) | |||||||
Gain (loss) from change in fair value of derivative instruments (3) | 30,350 | (37,164 | ) | (34,246 | ) | (27,231 | ) | ||||||||
Gain upon extinguishment of derivative liability | 2 | - | 77 | 25,489 | |||||||||||
Gain from change in fair value of debt | 2,082 | - | 2,082 | - | |||||||||||
Gain (loss) upon extinguishment of debt | (17,398 | ) | 1,546 | (17,424 | ) | (1,521 | ) | ||||||||
Other expense, net | (2,005 | ) | (380 | ) | (723 | ) | (956 | ) | |||||||
Total other income (expense) | (1,449 | ) | (35,079 | ) | (90,401 | ) | (32,519 | ) | |||||||
Loss before income taxes | (53,065 | ) | (1,373 | ) | (211,349 | ) | (72,034 | ) | |||||||
Provision for income taxes | - | (344 | ) | - | (295 | ) | |||||||||
Net loss attributable to Amyris, Inc. | (53,065 | ) | (1,717 | ) | (211,349 | ) | (72,329 | ) | |||||||
Less deemed dividend on capital distribution to related parties | - | - | - | (8,648 | ) | ||||||||||
Less deemed dividend related to beneficial conversion feature on Series A, B and D preferred stock | - | - | - | (6,953 | ) | ||||||||||
Less cumulative dividends on preferred stock | (184 | ) | (1,197 | ) | (1,257 | ) | (5,439 | ) | |||||||
Net loss attributable to Amyris, Inc. common stockholders | $ | (53,249 | ) | $ | (2,914 | ) | $ | (212,606 | ) | $ | (93,369 | ) | |||
Net loss per share attributable to common stockholders, basic (4) | $ | (0.72 | ) | $ | (0.06 | ) | $ | (3.52 | ) | $ | (2.89 | ) | |||
Net loss per share attributable to common stockholders, diluted (4) | $ | (1.03 | ) | $ | (0.06 | ) | $ | (3.52 | ) | $ | (2.89 | ) | |||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic | 74,217,098 | 47,895,238 | 60,357,932 | 32,253,570 | |||||||||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted | 76,694,467 | 47,895,238 | 60,357,932 | 32,253,570 |
(1) In the fourth quarter of 2018, the Company entered into a series of agreements and amendments to existing agreements with a related party which are still being evaluated for accounting purposes. The final accounting treatment of these transactions may result in a material downward adjustment of the quarter and year-to-date 2018 licenses and royalties revenue amounts.
Three Months Ended December 31, | Years Ended December 31, | |||||||||||
(2) Includes stock-based compensation expense as follows: | 2018 | 2017 | 2018 | 2017 | ||||||||
Research and development | $ | 606 | $ | 884 | $ | 1,797 | $ | 2,204 | ||||
Sales, general and administrative | 2,469 | 1,439 | 7,393 | 4,061 | ||||||||
$ | 3,075 | $ | 2,323 | $ | 9,190 | $ | 6,265 |
(3) Upon remeasuring the fair value of its derivative liabilities, the Company recorded a non-cash gain for the three months ended December 31, 2018, and non-cash losses for the three months ended December 31, 2017 and the years ended December 31, 2018 and 2017. Changes in the fair value of derivative liabilities are primarily the result of changes in Amyris's stock price during each of the periods presented. The gains and losses for all periods presented include the change in fair value of derivatives in connection with certain features of outstanding convertible notes and warrants, related to change in control protection and price-based anti-dilution adjustment provisions.
(4) The Company is reviewing its calculations of net loss per share for the three months and year ended December 31, 2018, which will be finalized in the 10-K to be filed subsequent to this release.
Amyris, Inc. | |||||||||||||||
Reconciliation of GAAP to Non-GAAP Financial Information | |||||||||||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
(In thousands, except per share data) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Net loss attributable to Amyris, Inc. common stockholders (GAAP) | $ | (53,249 | ) | $ | (2,914 | ) | $ | (212,606 | ) | $ | (93,369 | ) | |||
Non-GAAP adjustments: | |||||||||||||||
Impairment | 6,848 | - | 6,848 | - | |||||||||||
Stock-based compensation expense | 3,075 | 2,323 | 9,190 | 6,265 | |||||||||||
(Gain) loss from change in fair value of derivative instruments | (30,350 | ) | 37,164 | 34,246 | 27,231 | ||||||||||
Gain upon extinguishment of derivative liability | (2 | ) | - | (77 | ) | (25,489 | ) | ||||||||
(Gain) loss upon extinguishment of debt | 17,398 | (1,546 | ) | 17,424 | 1,521 | ||||||||||
Deemed dividend on capital distribution to related parties | - | - | - | 8,648 | |||||||||||
Deemed dividend related to beneficial conversion feature on Series A, B and D preferred stock | - | - | - | 6,953 | |||||||||||
Cumulative dividends on preferred stock | 184 | 1,197 | 1,257 | 5,439 | |||||||||||
Net loss attributable to Amyris, Inc. common stockholders (non-GAAP) | $ | (56,096 | ) | $ | 36,224 | $ | (143,718 | ) | $ | (62,801 | ) | ||||
Weighted-average shares outstanding | |||||||||||||||
Shares outstanding, basic | 74,217,098 | 47,895,238 | 60,357,932 | 32,253,570 | |||||||||||
Net loss per share attributable to Amyris, Inc. common stockholders - Basic (GAAP)(4) | $ | (0.72 | ) | $ | (0.06 | ) | $ | (3.52 | ) | $ | (2.89 | ) | |||
Non-GAAP adjustments: | |||||||||||||||
Impairment | 0.09 | - | 0.11 | - | |||||||||||
Stock-based compensation expense | 0.04 | 0.05 | 0.15 | 0.19 | |||||||||||
(Gain) loss from change in fair value of derivative instruments | (0.41 | ) | 0.78 | 0.57 | 0.84 | ||||||||||
Gain upon extinguishment of derivative liability | - | - | - | (0.79 | ) | ||||||||||
(Gain) loss upon extinguishment of debt | 0.24 | (0.03 | ) | 0.29 | 0.05 | ||||||||||
Deemed dividend on capital distribution to related parties | - | - | - | 0.27 | |||||||||||
Deemed dividend related to beneficial conversion feature on Series A, B and D preferred stock | - | - | - | 0.22 | |||||||||||
Cumulative dividends on preferred stock | - | 0.02 | 0.02 | 0.16 | |||||||||||
Net loss per share attributable to Amyris, Inc. common stockholders - Basic (non-GAAP) | $ | (0.76 | ) | $ | 0.76 | $ | (2.38 | ) | $ | (1.95 | ) |
Unaudited Financial Statements
Amyris, Inc. | |||||||||||||||
Reconciliation of GAAP to Non-GAAP Financial Information | |||||||||||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
(In thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Revenue (GAAP and non-GAAP) | |||||||||||||||
Renewable products | $ | 12,131 | $ | 13,445 | $ | 33,598 | $ | 42,370 | |||||||
Licenses and royalties (1) | 1,217 | 57,703 | 19,683 | 64,477 | |||||||||||
Grants and collaborations | 6,014 | 9,440 | 27,139 | 36,598 | |||||||||||
Total revenue (GAAP and non-GAAP) | $ | 19,362 | $ | 80,588 | $ | 80,420 | $ | 143,445 | |||||||
Cost of products sold (GAAP) | $ | 19,034 | $ | 15,029 | $ | 38,907 | $ | 62,713 | |||||||
Other costs/provisions | (4,486 | ) | 3,122 | (8,205 | ) | 7,332 | |||||||||
Excess capacity | (155 | ) | (602 | ) | (1,442 | ) | (2,534 | ) | |||||||
Depreciation and amortization | (80 | ) | (1,254 | ) | (397 | ) | (4,024 | ) | |||||||
Cost of products sold (non-GAAP) | $ | 14,313 | $ | 16,295 | $ | 28,863 | $ | 63,487 | |||||||
Adjusted gross profit (non-GAAP) (2) | $ | 5,049 | $ | 64,293 | $ | 51,557 | $ | 79,958 | |||||||
Gross margin (%) | 26.1 | % | 79.8 | % | 64.1 | % | 55.7 | % | |||||||
Research and development expense (GAAP) | $ | 18,145 | $ | 12,815 | $ | 68,690 | $ | 56,956 | |||||||
Stock-based compensation expense | (606 | ) | (884 | ) | (1,797 | ) | (2,204 | ) | |||||||
Depreciation and amortization | (603 | ) | (1,347 | ) | (3,520 | ) | (6,135 | ) | |||||||
Research and development expense (non-GAAP) | $ | 16,936 | $ | 10,584 | $ | 63,373 | $ | 48,617 | |||||||
Sales, general and administrative expense (GAAP) | $ | 26,951 | $ | 19,038 | $ | 86,923 | $ | 63,291 | |||||||
Stock-based compensation expense | (2,469 | ) | (1,439 | ) | (7,393 | ) | (4,061 | ) | |||||||
Depreciation and amortization | (283 | ) | (633 | ) | (1,006 | ) | (1,199 | ) | |||||||
Sales, general and administrative expense (non-GAAP) | $ | 24,199 | $ | 16,966 | $ | 78,524 | $ | 58,031 | |||||||
(1) In the fourth quarter of 2018, the Company entered into a series of agreements and amendments to existing agreements with a related party which are still being evaluated for accounting purposes. The final accounting treatment of these transactions may result in a material downward adjustment of the quarter and year-to-date 2018 licenses and royalties revenue amounts. | |||||||||||||||
(2) Non-GAAP Adjusted Gross Profit is calculated based on non-GAAP adjustments to cost of products sold, and does not include costs related to collaborations. | |||||||||||||||
Unaudited Financial Information |