NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY
Solazyme, Inc. (the Company) was incorporated
in the State of Delaware on March 31, 2003. The Companys proprietary technology uses highly optimized microalgae in an industrial fermentation process to transform a growing range of abundant plant-based sugars into high-value
triglyceride oils and other bioproducts. The Companys renewable products can replace or enhance products derived from the worlds three existing oil sources: petroleum, plants, and animal fats. The Company tailors the composition of its
oils and other bioproducts to address specific customer requirements, offering superior performance characteristics and value. The Company has pioneered an industrial biotechnology platform that harnesses the oil-producing characteristics of
microalgae. The Company uses standard industrial fermentation equipment to efficiently scale and accelerate microalgaes natural oil production time to a few days. By feeding plant-based sugars to the Companys proprietary oil-producing
microalgae in dark fermentation tanks, the Company is in effect utilizing indirect photosynthesis. The Companys technology platform is feedstock flexible and can utilize a wide variety of renewable plant-based sugars, including
sugarcane-based sucrose, corn-based dextrose, and sugar from other sustainable biomass sources including cellulosics, which the Company believes will represent an important alternative feedstock in the future. Beyond triglyceride oils and other
bioproducts, the Companys technology platform allows it to also produce and sell specialty algal meal products for a range of product applications that utilize the protein, fiber and other compounds found in the cell wall and algal body of the
microalgae.
On June 2, 2011, the Company completed its initial public offering, issuing 12,021,250 shares of common
stock resulting in net proceeds to the Company of $201.2 million (see Note 13).
The Company expects ongoing losses as it
continues to scale-up its manufacturing, continues with its research and development activities and supports commercialization activities for its products. The Company plans to meet its capital requirements primarily through equity financing,
collaborative agreements and the issuance of debt securities.
The industry in which the Company is involved is highly
competitive and is characterized by the risks of changing technologies, market conditions, and regulatory requirements. Penetration into markets requires investment of considerable resources and continuous development efforts. The Companys
future success depends upon several factors, including the technological quality, price, and performance of its products and services relative to those of its competitors, scaling up of production for commercial sale, ability to secure adequate
project financing at appropriate terms, and the nature of regulation in its target markets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND RECENT ACCOUNTING PRONOUNCEMENTS
Basis of Presentation
The accompanying consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include all adjustments necessary for the fair presentation of the Companys consolidated financial
position, results of operations and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Solazyme Brazil Renewable Oils and Bioproducts Limitada
(Solazyme Brazil), the operations of which began in the first quarter of 2011, and Solazyme Manufacturing 1, L.L.C, which was formed to own the Peoria Facility assets (see Note 6) and related promissory note in the second quarter of
2011. All intercompany accounts and transactions have been eliminated in consolidation.
83
The Company has an interest in an active joint venture entity that is a variable interest
entity (VIE). Determining whether to consolidate a VIE in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 810,
Consolidation
, requires judgment in
assessing (i) whether an entity is a VIE entity and (ii) if the Company is the entitys primary beneficiary and thus required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company
evaluates whether it has (i) the power to direct the activities that most significantly impact the VIEs economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially
be significant to the VIE.
On November 3, 2010, the Company entered into a joint venture, Solazyme Roquette
Nutritionals, LLC (Solazyme Roquette Nutritionals or the Solazyme Roquette JV), with Roquette Frères, S.A. (Roquette), 50% owned by the Company and 50% owned by Roquette. The Company determined that this
joint venture was a VIE and the Company was not required to consolidate its 50% ownership in this joint venture. Therefore, this joint venture was accounted for under the equity method of accounting. In June 2013, the Company and Roquette agreed to
dissolve the Solazyme Roquette JV and on July 18, 2013, the Solazyme Roquette JV was dissolved (see Note 7).
On
April 2, 2012, the Company entered into a joint venture agreement with Bunge Global Innovation, LLC (together with its affiliates, Bunge). The Companys joint venture with Bunge (Solazyme Bunge JV) is a VIE and is
50.1% owned by the Company and 49.9% owned by Bunge. The Company determined that it was not required to consolidate the 50.1% ownership in this joint venture and therefore accounts for this joint venture under the equity method of accounting (see
Note 7).
Use of Estimates
Financial statements prepared in conformity with GAAP require management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ materially from those estimates.
Significant Risks and
Uncertainties
The Companys failure to generate sufficient revenues, achieve planned gross margins, control operating costs or raise sufficient additional funds may require it to modify, delay or abandon the Companys planned
future expansion or expenditures, which could have a material adverse effect on the business, operating results, financial condition and ability to achieve intended business objectives. The Company may be required to seek additional funds through
collaborations, public or private debt or equity financings or government programs, and may also seek to reduce expenses related to the Companys operations. There can be no assurance that any financing will be available or on terms acceptable
to management.
Foreign Currency Translation
The assets and liabilities of the Companys foreign
subsidiary and the Solazyme Bunge JV, where the local currency is the functional currency, are translated from its respective functional currency into U.S. dollars at the exchange rate in effect at the balance sheet date, with resulting foreign
currency translation adjustments recorded in accumulated other comprehensive income (loss) in the consolidated statements of comprehensive loss. Revenues and expense amounts are translated at average rates during the period.
Cash Equivalents
All highly liquid investments with original or remaining maturities of three months or less at the
time of purchase are classified as cash equivalents. Cash equivalents primarily consist of money market funds, commercial paper and U.S. treasury notes.
Marketable Securities
Investments with original maturities greater than three months at the time of purchase and mature less than one year from the consolidated balance sheet date are
classified as marketable securities. The Company classifies marketable securities as short-term based upon whether such assets are reasonably expected to be used in current operations. The Company invests its excess cash balances primarily in
corporate bonds, United States Government and Agency securities, asset-backed securities, mortgage-backed
84
securities, commercial paper, municipal bonds, certificates of deposit and floating rate notes. The Company classifies its marketable securities as available-for-sale, and is recorded at
estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of accumulated other comprehensive income (loss) in the consolidated statements of comprehensive loss. Marketable securities
classified as available-for-sale are adjusted for amortization of premiums and accretion of discounts and such amortization and accretion are reported as components of interest and other income. Realized gains and losses and declines in value that
are considered to be other-than-temporary are recognized in interest and other income. The cost of all securities sold is based on the specific identification method.
Restricted Certificates of Deposit
The Company maintained certificates of deposits in the amount of $0.3 million, classified in other long-term assets as of December 31, 2013
and 2012. These certificates of deposits were pledged as collateral for a $0.3 million letter of credit related to the Companys facility lease.
Deferred Financing Costs
To the extent that the Company is required to pay issuance fees or direct costs relating to its credit facilities, such fees are deferred and amortized
to interest expense over the contractual or expected term of the related debt using the effective interest method. The Company classifies deferred financing costs in other long-term assets, consistent with the long-term classification of the related
debt outstanding at the end of the reporting period.
Debt Discounts
Debt discounts incurred with the
issuance of the Companys debt are recorded in the consolidated balance sheets as a reduction to associated debt balances. The Company amortizes debt discount to interest expense over the contractual or expected term of the debt using the
effective interest method.
Accounts Receivable
Accounts receivable represents amounts
owed to the Company under its government programs, collaborative research and development agreements, agreements with related parties, and for product revenues. The Company had no amounts reserved for doubtful accounts as of December 31, 2013
and 2012, as the Company expected full collection of its accounts receivable balances. The Companys customer payment terms related to sales to distributors of Algenist
®
products are thirty to ninety days from invoice date or thirty or forty-five days from the end of the month in which a customer is invoiced. Certain customer invoices
are denominated in Euros and British Pounds. Online sales of Algenist
®
and EverDeep
®
to consumers are generally due at the time of purchase. The Company reserves for estimated product returns as
reductions of accounts receivable and product revenues. As of December 31, 2013 and 2012, the reserve for product returns was $1.1 million for each year. The Company monitors actual return history and reassesses its return reserve as
return experience develops.
Unbilled Revenues
Unbilled revenues represent fees earned but not yet billed
under certain research and development programs including agreements with related parties.
Fair Value of Financial
Instruments
The Company measures certain financial assets and liabilities at fair value based on 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. Where available, fair value is based on, or derived from, observable market prices or other observable inputs. Where observable prices or inputs
are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments
complexity. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different estimate of fair value at the reporting date.
The carrying amount of certain of the
Companys financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, unbilled revenues, prepaid expenses, accounts payable and accrued liabilities, approximates fair value due to their relatively short
maturities. The fair value of the Companys debt obligations, warrant liability and derivative financial instruments were determined using unobservable inputs (Level 3 inputs), as defined in ASC 820,
Fair Value Measurement
(see Note 4).
85
Derivative Financial Instruments
ASC 815,
Derivatives and Hedging
,
establishes accounting and reporting standards for derivative instruments. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments
according to certain criteria. The fair value of the derivative is remeasured to fair value at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value of the derivative being charged to earnings
(loss). The Company has determined that it must bifurcate and account for the early conversion payment feature in its 6.00% convertible senior subordinated notes due 2018 (the Notes) as an embedded derivative in accordance with ASC 815,
Derivatives and Hedging
(see Note 4 and Note 11). The Company recorded this embedded derivative liability as a non-current liability on its consolidated balance sheets with a corresponding debt discount at the date of issuance that is netted
against the principal amount of the Notes. The Company estimates the fair value of these liabilities using a Monte Carlo simulation model.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, marketable securities,
accounts receivables and restricted certificates of deposit. The Company places its cash equivalents and investments with high credit quality financial institutions and by policy, limits the amounts invested with any one financial institution or
issuer. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents.
Credit risk with respect to accounts receivable exists to the full extent of amounts presented in the consolidated financial statements.
The Company estimates an allowance for doubtful accounts, if any, through specific identification of potentially uncollectible accounts receivable based on an analysis of its accounts receivable aging. Uncollectible accounts receivable are written
off against the allowance for doubtful accounts when all efforts to collect them have been exhausted. Recoveries are recognized when they are received. Actual collection losses may differ from the Companys estimates and could be material to
the consolidated balance sheet, statements of operations and cash flows. The Company had 8 customers accounting for 93% of the receivable balance as of December 31, 2013. The Company had 5 customers accounting for 96% of the receivable balance
as of December 31, 2012. The Company does not believe the accounts receivable from these customers represent a significant credit risk based on past collection experiences and the general creditworthiness of these customers. As of
December 31, 2013, $2.9 million of the Companys gross accounts receivable balance related to product sales, $6.9 million related to services provided to the Solazyme Bunge JV (see Note 7) and $1.8 million related to research and
development arrangements.
Inventories
Inventories are stated at the lower of cost or
market. Cost is determined using the first-in, first-out basis. Inventory cost consists of third-party contractor costs associated with packaging, distribution and production of
®
products, supplies, shipping costs and other overhead costs associated with manufacturing. If inventory costs exceed expected market value due to obsolescence or lack
of demand, inventory write-downs may be recorded as deemed necessary by management for the difference between the cost and the market value in the period that impairment is first recognized.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, less accumulated depreciation.
Depreciation is calculated on a straight-line basis over the following estimated ranges of useful lives:
|
|
|
Asset classification
|
|
Estimated useful life
|
Plant equipment
|
|
5 20 years
|
Lab equipment
|
|
3 7 years
|
Leasehold improvements
|
|
Shorter of useful life
or life of lease
|
Building and improvements
|
|
7 20 years
|
Computer equipment and software
|
|
3 7 years
|
Furniture and fixtures
|
|
5 7 years
|
Automobiles
|
|
5 years
|
86
Long-Lived Assets
The Company periodically reviews long-lived assets,
including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. If indicators of
impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based
on discounted future cash flows. There were no asset impairment charges incurred for the years ended December 31, 2013, 2012 and 2011.
Redeemable Convertible Preferred Stock
As redemption of the convertible preferred stock through liquidation was outside the Companys control, all shares of convertible preferred
stock have been presented outside of stockholders deficit in the Companys consolidated balance sheets. All series of convertible preferred stock are collectively referred to in the consolidated financial statements as convertible
preferred stock. All outstanding shares of redeemable convertible preferred stock were converted on a one for one basis to common stock upon the closing of the Companys initial public offering on June 2, 2011.
Warrant Liability
Prior to the Companys initial public offering, outstanding warrants to purchase shares of the
Companys Series A and Series B redeemable convertible preferred stock were freestanding warrants that were exercisable into convertible preferred stock that was subject to redemption and were therefore classified as liabilities on the
consolidated balance sheet at fair value. The Company estimated the fair value of these warrants at the respective balance sheet dates utilizing an option-based model to allocate an estimated business enterprise value to the various classes of the
Companys equity stock and related warrants. The assumptions used to estimate the business enterprise value and allocation of value to the classes of equity stock and related warrants were highly judgmental. The initial liability recorded was
adjusted for changes in fair value at each reporting date with an offsetting entry recorded for the loss from the change in fair value of warrant liability in the accompanying consolidated statements of operations. The liability was adjusted for
changes in fair value until the conversion of the underlying redeemable convertible preferred stock into common stock and common stock warrants prior to the close of Companys initial public offering in June 2011, at which time the redeemable
convertible preferred stock warrants were reclassified to additional paid-in capital.
In May 2011, the Company granted to
Bunge Limited a warrant to purchase 1,000,000 shares of its common stock at an exercise price of $13.50 per share (see Note 7). The warrant vests in three separate tranches, based upon Bunge Limited achieving three specific performance milestones.
The first tranche of shares vested on the measurement date, April 2, 2012, and was recorded as an investment in the unconsolidated joint venture and additional paid-in capital, based on the fair value of the first tranche of warrants that
vested upon the measurement date. The remaining unvested second and third tranches of the warrant (on the measurement date) were classified as a liability on the consolidated balance sheet at fair value on the measurement date, due to
performance-based vesting terms. The initial liability for the second vesting tranche was adjusted for changes in fair value until the performance-based milestones were met and the tranche vested on June 20, 2012, at which time the fair value
of the second vested tranche was reclassified to additional paid-in-capital. The third tranche of the warrant was unvested as of December 31, 2013, and will be adjusted for changes in fair value at each balance sheet date until the warrant
shares vest.
Segment Reporting
Operating segments are defined as components of an enterprise that engage
in business activities from which it may earn revenues and incur expenses for which separate financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and in assessing
performance. The Companys chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis. The Company has one business activity and there are no
segment managers who are held accountable for operations, operating results beyond revenue goals or gross margins, or plans for levels or components below the consolidated unit level. Accordingly, the Company has a single reporting segment through
December 31, 2013.
Geographic revenues are identified by the location in which the research and development program
revenue and product sales were originated. Total revenues of $38.1 million, $44.1 million, and $39.0 million for the years
87
ended December 31, 2013, 2012 and 2011, respectively, originated in the United States. Total revenues of $1.7 million, $0 and $0 for the years ended December 31, 2013, 2012 and
2011, respectively, originated in Brazil. Long-lived assets, net of accumulated depreciation, located in the United States were $38.6 million and $30.4 million in the years ended December 31, 2013 and 2012, respectively. Long-lived
assets, net of accumulated depreciation, located in Brazil were $1.5 million and $1.9 million in the years ended December 31, 2013 and 2012, respectively.
Revenue Recognition
Revenues are recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) transfer of title has been completed or
services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Companys primary sources of revenues are revenues from research and development programs and product sales. If sales
arrangements contain multiple elements, the Company evaluates whether the components of each arrangement represent separate units of accounting. To date, the Company has determined that all revenue arrangements should be accounted for as a single
unit of accounting.
Research and development programs consist of the following
:
|
|
|
Government Programs
Revenues from research and development programs with governmental entities generally provide cost reimbursement for
certain types of expenditures in return for research and development activities over a contractually defined period. Revenues from government programs are recognized in the period during which the related costs are incurred, provided that the
conditions under which the government program activities were provided have been met and only perfunctory obligations are outstanding.
|
|
|
|
Collaborative Research and Development
Collaborative research and development programs with commercial and strategic partners typically
provide the Company with multiple revenue streams, which may include up-front non-refundable fees for licensing and reimbursement for research and development activities; cost reimbursement fees may include reimbursement for full-time employee
equivalents (FTE), contingent milestone payments upon achievement of contractual criteria, licensing fees and commercialization royalty fees. Such revenues are recognized as the services are performed over a performance period, as
specified in the respective agreements with the non-governmental entities. To date, payments received are not refundable. The research and development period is estimated at the inception of each agreement and is periodically evaluated. Reevaluation
of the research and development period may shorten or lengthen the period during which the deferred revenue is recognized. To date, upfront payments received upon execution of such agreements, including license fees, have been recorded as deferred
revenue upon receipt and have not been considered a separate unit of accounting. When up-front payments are combined with funded research services in a single unit of accounting, the Company recognizes the up-front payments using the proportional
performance method of revenue recognition based upon the actual amount of research and development labor hours and research expenses incurred relative to the amount of the total expected labor hours and research expenses estimated to be incurred,
but not greater than the amount of the research and development program fee as specified under such agreements. The Company is required to make estimates of total labor hours and research and development expenses required to perform the
Companys obligations under each research and development program; the Company evaluates the appropriate period based on research progress attained and reevaluates the period when significant changes occur. Where arrangements include milestones
that are determined to be substantive and at risk at the inception of the arrangement, revenues are recognized upon achievement of the milestone and are limited to those amounts for which collectability is reasonably assured. If these conditions are
not met, the milestone payments are deferred and recognized as revenue over the estimated period of performance under the contract as completion of performance obligations occur.
|
88
License Fees
Recognition of license fees is dependent on the
specific terms of the license agreement. To date, up-front one time non-refundable fees for licensing our technology for commercialization in a joint venture have been recognized when cash is received.
Product Revenue
Product revenue is recognized from the sale of Algenist
®
and EverDeep
®
products, the latter of which launched in November 2013. Algenist
®
and EverDeep
®
products are
sold with a right of return for expired, discontinued, damaged or non-compliant products. All EverDeep
®
orders
are sold with a 60-day money back guarantee, less shipping and handling. Algenist
®
and EverDeep
®
products have an approximate three-year shelf life from their manufacture date. The Company gives credit for
returns, either by issuing a credit memo at the time of product return or, in certain cases, by allowing a customer to decrease the amount of subsequent payments for the amount of the return. The Company reserves for estimated returns of products at
the time revenues are recognized. To estimate the return reserve, the Company analyzes its own actual product return data, and also uses other known factors, such as its customers return policies to their end consumers, which is typically 30
to 90 days. The Company monitors its actual performance to estimated rates, and adjusts the estimated return rates as necessary. In addition, the Company estimates a reserve for products that do not meet internal quality standards. As of
December 31, 2013 and 2012, the Company had a product revenue reserve of $1.1 million for each year. Actual returns of
Algenist
®
and EverDeep
®
products may differ from these estimates that the Company used to calculate such reserves. Product revenue is recorded net of taxes collected from customers that are
remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority.
Research and Development
Research and development costs associated with research performed pursuant to research and development programs with government entities and commercial and
strategic partners (partners) and the Companys internal projects are expensed as incurred, and include, but are not limited to, personnel and related expenses, facility costs and overhead, depreciation and amortization of plant,
property and equipment used in development, laboratory supplies, and scale-up research manufacturing and consulting costs. The Companys research and development programs are undertaken to advance its overall industrial biotechnology platform
that enables the Company to produce tailored high-value oils. Although the Companys partners fund certain development activities, the partners benefit from advances in the Companys technology platform as a whole, including costs funded
by other development programs. Therefore, costs for such activities have not been separated as these costs have all been determined to be part of the Companys total research and development related activities.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense was $3.1 million,
$2.6 million, and $1.4 million for 2013, 2012 and 2011, respectively.
Patent Costs
All
costs related to filing and pursuing patent applications are expensed as incurred as recoverability of such expenditures is uncertain and the underlying technologies are under development. Patent-related legal costs incurred are recorded in selling,
general and administrative expenses.
Income Taxes
The Company accounts for income taxes under the asset
and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax basis of the Companys assets and liabilities and their financial statement reported amounts. A valuation
allowance is provided against deferred tax assets when it is more likely than not that they will not be realized.
The Company
provides for reserves necessary for uncertain tax positions taken or expected to be taken on tax filings. First, the Company determines if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon
audit. Second, based on the largest amount of benefit that is more likely than not to be realized on ultimate settlement, the Company recognizes any such differences as a liability. Because the Companys unrecognized tax benefits offset
deferred tax assets for which the Company has not realized benefit in the financial statements, none of the unrecognized tax benefits through December 31, 2013, if recognized, would affect the Companys effective tax rate.
89
Stock-Based Compensation
The Company recognizes stock-based compensation
for awards to employees based on the estimated fair value of the awards granted. The fair value method requires the Company to estimate the fair value of stock-based awards on the date of grant using an option pricing model. The Company uses the
Black-Scholes option-pricing model to estimate the fair value of awards granted to employees, and the requisite fair value is recognized as expense on a straight-line basis over the service period of the award.
The Company estimates the fair value of stock-based compensation awards using the Black-Scholes option pricing model, which requires the
following inputs: expected life, expected volatility, risk-free interest rate, expected dividend yield rate, exercise price and closing price of the Companys common stock on the date of grant. Due to the Companys limited history of grant
activity, the Company calculates its expected term utilizing the simplified method permitted by the Securities and Exchange Commission (SEC), which is the average of the total contractual term of the option and its vesting
period. The Company calculates its expected volatility rate using an average of the historical volatility of the Companys common stock since its initial public offering in May 2011 and the historical volatilities of selected comparable public
companies within its industry, due to a lack of historical information regarding the volatility of the Companys stock price. The Company will continue to analyze the historical stock price volatility assumption as more historical data for its
common stock becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities similar to the options expected term. The expected
dividend yield was assumed to be zero, as the Company has not paid, nor does it anticipate paying, cash dividends on shares of its common stock. The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will
continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors.
The Company accounts for restricted stock units and restricted stock awards issued to employees based on the quoted market price of the Companys common stock on the date of grant that are expensed
on a straight-line basis over the service period.
The Company uses the Black-Scholes option-pricing model to estimate the
fair value of awards granted to nonemployees. The Company accounts for restricted stock units and restricted stock awards issued to nonemployees based on the estimated fair value of the Companys common stock. The measurement of stock-based
compensation for nonemployees is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Companys consolidated statements of operations during the period the
related services are rendered
Net Loss per Share Attributable to Solazyme, Inc. Common
Stockholders
Basic net loss per share attributable to Solazyme, Inc. common stockholders is computed by dividing the Companys net loss attributable to Solazyme, Inc. common stockholders by the weighted-average number of
common shares outstanding during the period. Diluted net loss per share attributable to Solazyme, Inc. common stockholders is computed by giving effect to all potentially dilutive securities, including stock options, common stock issuable pursuant
to the 2011 Employee Stock Purchase Plan, restricted stock, restricted stock units, warrants and convertible preferred stock. Basic and diluted net loss per share attributable to Solazyme, Inc. common stockholders was the same for all periods
presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive.
90
The following table summarizes the Companys calculation of basic and diluted net loss
per share attributable to Solazyme, Inc. common stockholders (in thousands, except share and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Solazyme, Inc. common stockholders
|
|
$
|
(116,389
|
)
|
|
$
|
(83,132
|
)
|
|
$
|
(53,961
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares used in net loss per share calculation
|
|
|
64,228,387
|
|
|
|
60,570,891
|
|
|
|
40,132,125
|
|
Less: Weighted-average shares subject to repurchase
|
|
|
(16,429
|
)
|
|
|
(61,843
|
)
|
|
|
(198,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: basic and diluted
|
|
|
64,211,958
|
|
|
|
60,509,048
|
|
|
|
39,934,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Solazyme, Inc. common stockholders, basic and diluted
|
|
$
|
(1.81
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(1.35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following outstanding shares of potentially dilutive securities were excluded from the calculation of
diluted net loss per share attributable to Solazyme, Inc. common stockholders for the periods presented as the effect was anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Options to purchase common stock
|
|
|
9,957,367
|
|
|
|
9,521,970
|
|
|
|
8,410,765
|
|
Common stock subject to repurchase
|
|
|
2,942
|
|
|
|
34,832
|
|
|
|
99,110
|
|
Restricted stock units
|
|
|
1,871,907
|
|
|
|
252,167
|
|
|
|
176,668
|
|
Warrants to purchase common stock
|
|
|
1,385,000
|
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
Shares of common stock to be issued upon conversion of the Notes
|
|
|
9,905,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
23,122,737
|
|
|
|
10,808,969
|
|
|
|
9,686,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This table does not reflect the series of warrants issued to Archer-Daniels-Midland Company
(ADM) in March 2013 for payment in stock, in lieu of cash, at the Companys election, of future annual fees for use and operation of a portion of the ADM fermentation facility in Clinton, Iowa (the Clinton Facility)
under the Strategic Collaboration Agreement (the Collaboration Agreement) . See Note 10.
Recent Accounting
Pronouncements
The Company adopted and reviewed relevant recent accounting pronouncements issued by the FASB. These new standards had no impact, or no material impact, on the presentation of the consolidated financial statements.
91
3. MARKETABLE SECURITIES
Marketable securities classified as available-for-sale consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gain
|
|
|
Gross
Unrealized
Loss
|
|
|
Fair Value
|
|
Corporate bonds
|
|
$
|
45,414
|
|
|
$
|
75
|
|
|
$
|
(7
|
)
|
|
$
|
45,482
|
|
Asset-backed securities
|
|
|
21,222
|
|
|
|
12
|
|
|
|
(8
|
)
|
|
|
21,226
|
|
Mortgage-backed securities
|
|
|
15,110
|
|
|
|
33
|
|
|
|
(26
|
)
|
|
|
15,117
|
|
Commercial paper
|
|
|
13,890
|
|
|
|
2
|
|
|
|
|
|
|
|
13,892
|
|
Government and agency securities
|
|
|
12,255
|
|
|
|
9
|
|
|
|
|
|
|
|
12,264
|
|
Municipal bonds
|
|
|
3,817
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
3,813
|
|
Certificates of deposit
|
|
|
750
|
|
|
|
|
|
|
|
|
|
|
|
750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
112,458
|
|
|
$
|
131
|
|
|
$
|
(45
|
)
|
|
$
|
112,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gain
|
|
|
Gross
Unrealized
Loss
|
|
|
Fair Value
|
|
Corporate bonds
|
|
$
|
49,545
|
|
|
$
|
203
|
|
|
$
|
(4
|
)
|
|
$
|
49,744
|
|
Government and agency securities
|
|
|
23,431
|
|
|
|
43
|
|
|
|
(27
|
)
|
|
|
23,447
|
|
Asset-backed securities
|
|
|
23,079
|
|
|
|
70
|
|
|
|
|
|
|
|
23,149
|
|
Mortgage-backed securities
|
|
|
12,064
|
|
|
|
40
|
|
|
|
(15
|
)
|
|
|
12,089
|
|
Commercial paper
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
|
1,200
|
|
Municipal bonds
|
|
|
6,273
|
|
|
|
13
|
|
|
|
|
|
|
|
6,286
|
|
Certificates of deposit
|
|
|
1,003
|
|
|
|
1
|
|
|
|
|
|
|
|
1,004
|
|
Floating rate notes
|
|
|
1,266
|
|
|
|
2
|
|
|
|
|
|
|
|
1,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
117,861
|
|
|
$
|
372
|
|
|
$
|
(46
|
)
|
|
$
|
118,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the amortized cost and fair value of the Companys marketable
securities, classified by stated maturity as of December 31, 2013 and 2012 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
Marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in 1 year or less
|
|
$
|
59,384
|
|
|
$
|
59,448
|
|
|
$
|
53,761
|
|
|
$
|
53,852
|
|
Due in 1-2 years
|
|
|
21,628
|
|
|
|
21,641
|
|
|
|
36,510
|
|
|
|
36,694
|
|
Due in 2-3 years
|
|
|
10,063
|
|
|
|
10,060
|
|
|
|
11,847
|
|
|
|
11,856
|
|
Due in 3-4 years
|
|
|
|
|
|
|
|
|
|
|
744
|
|
|
|
746
|
|
Due in 4-9 years
|
|
|
7,587
|
|
|
|
7,610
|
|
|
|
5,158
|
|
|
|
5,179
|
|
Due in 9-20 years
|
|
|
1,629
|
|
|
|
1,639
|
|
|
|
1,032
|
|
|
|
1,040
|
|
Due in 20-33 years
|
|
|
12,167
|
|
|
|
12,146
|
|
|
|
8,809
|
|
|
|
8,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
112,458
|
|
|
$
|
112,544
|
|
|
$
|
117,861
|
|
|
$
|
118,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities classified as available-for-sale are carried at fair value as of December 31,
2013 and 2012. Realized gains and losses from sales and maturities of marketable securities were not significant in the periods presented.
The aggregate fair value of available-for-sale securities with unrealized losses was $25.9 million as of December 31, 2013. Gross unrealized losses on available-for-sale securities were $45,000 as of
December 31,
92
2013, and the Company believes the gross unrealized losses are temporary. In determining that the decline in fair value of these securities was temporary, the Company considered the length of
time each security was in an unrealized loss position and the extent to which the fair value was less than cost. There were no available-for-sale securities which had been in a continuous loss position for more than 12 months as of
December 31, 2013.
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment
associated with the inputs used to measure their fair value. Hierarchical levels that are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:
|
|
|
Level 1Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2Observable 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 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation.
|
The following tables present the Companys financial instruments that were measured at fair value on a
recurring basis as of December 31, 2013 and 2012 by level within the fair value hierarchy (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
15,683
|
|
|
$
|
5,869
|
|
|
$
|
|
|
|
$
|
21,552
|
|
Marketable securities
|
|
|
|
|
|
|
112,544
|
|
|
|
|
|
|
|
112,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
15,683
|
|
|
$
|
118,413
|
|
|
$
|
|
|
|
$
|
134,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability
|
|
$
|
|
|
|
$
|
|
|
|
$
|
5,914
|
|
|
$
|
5,914
|
|
Warrant liability
|
|
|
|
|
|
|
|
|
|
|
688
|
|
|
|
688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
6,602
|
|
|
$
|
6,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
25,781
|
|
|
$
|
2,829
|
|
|
$
|
|
|
|
$
|
28,610
|
|
Marketable securitiesavailable-for-sale
|
|
|
1,997
|
|
|
|
116,190
|
|
|
|
|
|
|
|
118,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
27,778
|
|
|
$
|
119,019
|
|
|
$
|
|
|
|
$
|
146,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liability
|
|
$
|
|
|
|
$
|
|
|
|
$
|
835
|
|
|
$
|
835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company had no transactions measured at fair value on a nonrecurring basis as of December 31,
2013 and 2012.
Cash Equivalents and Marketable Securities
Cash equivalents and marketable securities classified
within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer
93
quotations or alternative pricing sources. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes, which are based on
proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers
and internal assumptions of the independent pricing services. The Company corroborates the reasonableness of non-binding quotes received from the independent pricing services by comparing them to quotes of identical or similar instruments from
other pricing sources. During the years ended December 31, 2013, 2012 and 2011, the Company did not record impairment charges related to its cash equivalents and marketable securities, and the Company did not have any transfers between Level 1,
Level 2 and Level 3 of the fair value hierarchy.
Derivative Liability
In January 2013, the Company issued the
Notes, which contain an early conversion payment feature whereby the Note holders have the option of converting their Notes into shares of the Companys common stock prior to November 1, 2016. With respect to any conversion prior to
November 1, 2016 (other than conversions in connection with certain fundamental changes), in addition to the shares deliverable upon conversion, holders are entitled to receive an early conversion payment equal to $83.33 per $1,000 principal
amount of Notes surrendered for conversion that may be settled, at the Companys election, in cash or, subject to satisfaction of certain conditions, in shares of the Companys common stock. This early conversion payment feature has been
identified as an embedded derivative, as described in ASC 815,
Derivatives and Hedging
. In accordance with ASC 815,
Derivatives and Hedging
, embedded derivatives are separated from the host contract, the Notes, and carried at fair
value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would
qualify as a derivative instrument. The Company has concluded that the embedded derivative related to the early conversion payment feature of the Notes meets these criteria and, as such, must be valued separate and apart from the Notes and recorded
at fair value at each reporting period. At each reporting period, the Company records this embedded derivative at fair value, which is included as a component of Convertible Debt on its consolidated balance sheets. The fair value of the embedded
derivative is trued up on a recurring basis as Note holders convert their Notes prior to November 1, 2016 and receive the early conversion payment.
The Company used a Monte Carlo simulation model to estimate the fair value of the embedded derivative related to the early conversion feature of the Notes. Within the model, the assumption was made that
the Notes will be converted early if the conversion value is greater than the holding value. The model requires the following inputs: (i) price of the Companys common stock; (ii) conversion rate of 121.1240 shares of common stock per
$1,000 in principal amount of Notes, subject to adjustment; (iii) conversion price of $8.26 per share of common stock, subject to adjustment; (iv) maturity date; (v) risk-free interest rate; and (vi) estimated stock volatility.
The following table sets forth the Level 3 inputs to the Monte Carlo simulation model that were used to determine the fair
value of the embedded derivative:
|
|
|
|
|
|
|
|
|
|
|
December
31,
2013
|
|
|
Issuance
Date
|
|
Stock price
|
|
$
|
10.89
|
|
|
$
|
6.88
|
|
Conversion rate
|
|
|
121.1240
|
|
|
|
121.1240
|
|
Conversion price
|
|
$
|
8.26
|
|
|
$
|
8.26
|
|
Maturity date
|
|
|
November 1, 2016
|
|
|
|
November 1, 2016
|
|
Risk-free interest rate
|
|
|
1.31
|
%
|
|
|
0.79
|
%
|
Estimated stock volatility
|
|
|
50
|
%
|
|
|
50
|
%
|
94
Changes in certain inputs into the model can have a significant impact on changes in the
estimated fair value of the embedded derivative. The following table sets forth the estimated fair value of the embedded derivative as of the issuance date and December 31, 2013 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December
31,
2013
|
|
|
Issuance
Date
|
|
Estimated fair value of the embedded derivative
|
|
$
|
5,914
|
|
|
$
|
3,124
|
|
The $2.8 million increase in the estimated fair value of the embedded derivative between the issue date
and December 31, 2013 represents an unrealized loss of $4.4 million that has been recorded as loss from change in fair value of embedded derivative in the consolidated statements of operations for the year ended December 31, 2013, net of
fair value adjustments related to conversions made prior to November 1, 2016 of $1.6 million.
Warrant
Liability
The valuation of the warrant liability above is discussed in Note 7.
The following table presents the
change in fair values of the Companys Level 3 financial instruments that were measured on a recurring basis using significant unobservable inputs as of December 31, 2013 (in thousands):
|
|
|
|
|
Fair value at December 31, 2012
|
|
$
|
835
|
|
Fair value of derivative liability recorded on measurement date
|
|
|
3,124
|
|
Change in fair value recorded as a loss from change in fair value of derivative liability
|
|
|
4,406
|
|
Adjustment to fair value of derivative liability related to early conversion of notes
|
|
|
(1,616
|
)
|
Change in fair value recorded as a loss from change in fair value of warrant liability
|
|
|
(147
|
)
|
|
|
|
|
|
Fair value at December 31, 2013
|
|
$
|
6,602
|
|
|
|
|
|
|
The Company has estimated the fair value of its secured and unsecured debt obligations based upon
discounted cash flows with Level 3 inputs, such as the terms that management believes would currently be available to the Company for similar issues of debt, taking into account the current credit risk of the Company and other factors. As of
December 31, 2013 and 2012 the carrying values of the Companys secured and unsecured debt obligations, excluding the Notes, approximated their fair values. The Company has estimated the fair value of the Notes to be $117.7 million at
December 31, 2013 based upon Level 2 inputs using the midmarket pricing convention (the midpoint price between bid and ask prices), as quoted by Bloomberg.
5. INVENTORIES
Inventories consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
December 31,
2012
|
|
Raw materials
|
|
$
|
1,318
|
|
|
$
|
1,044
|
|
Work in process
|
|
|
6,191
|
|
|
|
4,963
|
|
Finished goods
|
|
|
2,327
|
|
|
|
883
|
|
|
|
|
|
|
|
|
|
|
Total inventories
|
|
$
|
9,836
|
|
|
$
|
6,890
|
|
|
|
|
|
|
|
|
|
|
95
6. PROPERTY, PLANT AND EQUIPMENTNET
Property, plant and equipmentnet consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
December 31,
2012
|
|
Plant equipment
|
|
$
|
25,918
|
|
|
$
|
18,670
|
|
Building and improvements
|
|
|
5,514
|
|
|
|
5,478
|
|
Lab equipment
|
|
|
6,445
|
|
|
|
5,808
|
|
Leasehold improvements
|
|
|
2,659
|
|
|
|
2,665
|
|
Computer equipment and software
|
|
|
3,387
|
|
|
|
2,681
|
|
Furniture and fixtures
|
|
|
603
|
|
|
|
589
|
|
Land
|
|
|
430
|
|
|
|
430
|
|
Automobiles
|
|
|
49
|
|
|
|
49
|
|
Construction in progress
|
|
|
6,378
|
|
|
|
2,129
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
51,383
|
|
|
|
38,499
|
|
Less: accumulated depreciation and amortization
|
|
|
(11,294
|
)
|
|
|
(6,274
|
)
|
|
|
|
|
|
|
|
|
|
Property, plant and equipmentnet
|
|
$
|
40,089
|
|
|
$
|
32,225
|
|
|
|
|
|
|
|
|
|
|
Construction in progress as of December 31, 2013 related primarily to the Peoria, Clinton and Galva
Facilities and other plant equipment not yet placed in service as of that date, and construction in progress as of December 31, 2012 related primarily to the Peoria manufacturing facility and plant equipment not yet placed in service as of that
date.
The Company capitalized $0.3 million of interest costs associated with plant equipment at its Peoria manufacturing
facility for the year ended December 31, 2012. There were no interest costs associated with plant equipment that were capitalized for the years ended December 31, 2013 and 2011.
Depreciation and amortization expense was $5.1 million, $3.5 million and $1.7 million for the years ended December 31, 2013, 2012
and 2011, respectively.
In March 2011, the Company entered into an agreement to purchase a development and commercial
production facility with multiple 128,000-liter fermenters, and an annual oil production capacity of over 2,000,000 liters (1,820 MT) located in Peoria, Illinois for $11.5 million. Concurrent with the purchase transaction, the Company sold back
certain equipment to the seller for $0.3 million. This transaction closed in May 2011, and the Company paid for the aggregate purchase price with available cash and borrowed $5.5 million under a promissory note, mortgage and security agreement from
the seller. See promissory note terms in Note 11. In March 2013, the Company paid in full the outstanding principal on this promissory note. The Company began initial fermentation operations in the facility in the fourth quarter of 2011 and
commissioned its first integrated biorefinery in June 2012 under its DOE program. The fair value of the assets on the purchase date was $10.9 million, which was allocated to plant equipment, building and improvements and land based on their relative
fair values. These assets are classified in the table above under plant equipment, building and improvements and land as of December 31, 2013 and 2012.
7. INVESTMENTS IN JOINT VENTURES AND RELATED PARTY TRANSACTIONS
Solazyme Bunge Joint Venture
In April 2012, the Company and Bunge entered into a Joint Venture Agreement forming a joint venture (Solazyme Bunge JV) to build, own and operate a commercial-scale renewable tailored oils
production facility (the Plant) adjacent to Bunges Moema sugarcane mill in Brazil. The Company expects this production facility to have annual production capacity of 100,000 MT of oil. Construction of the Plant commenced in the
second
96
quarter of 2012, and commissioning is underway. The Company is targeting production of commercially saleable product by the end of the first quarter of 2014, though such production could move
into the second quarter. The Plant, which will leverage the Companys technology and Bunges sugarcane milling and natural oil processing capabilities, will produce microalgae-based products. The Solazyme Bunge JV is 50.1% owned by the
Company and 49.9% by Bunge and is governed by a four member board of directors, two from each investor. The capital contributions for this venture are being provided jointly by Solazyme and Bunge, and the agreement includes a value sharing mechanism
that provides additional compensation to the Company for its technology contributions. The Company committed to make an initial capital contribution of up to $36.3 million in fiscal 2012 and, additional capital contributions of up to an additional
$36.3 million beginning after December 31, 2012, primarily to fund the construction of the Plant. To date, the Company and Bunge each contributed capital in the amount of $22.3 million, comprised of $12.3 million and $10.0 million during the
years ended December 31, 2013 and 2012, respectively, to the Solazyme Bunge JV. The Companys capital contributions were recorded as an increase to investment in unconsolidated joint ventures and a corresponding decrease to cash and cash
equivalents.
The Company has determined that the Solazyme Bunge JV is a VIE based on the insufficiency of each
partys equity investment at risk to absorb losses and the Companys share of the respective expected losses of the Solazyme Bunge JV. Currently, the construction of the Plant is the activity of the Solazyme Bunge JV that most
significantly impacts its economic performance. Although the Company has the obligation to absorb losses and the right to receive benefits of the Solazyme Bunge JV that could potentially be significant to the Solazyme Bunge JV, the Company and Bunge
has equally shared decisionmaking powers over certain significant activities of the Solazyme Bunge JV, including those related to the construction of the plant. Therefore, the Company does not consider itself to be the Solazyme Bunge JVs
primary beneficiary at this time, and as such has not consolidated the financial results of the Solazyme Bunge JV since the inception of this joint venture. The Company accounts for its interests in the Solazyme Bunge JV under the
equity method of accounting. This consolidation status could change in the future due to changes in events and circumstances impacting the power to direct the activities that most significantly affect the Solazyme Bunge
JVs economic performance. The Company will continue to reassess its potential designation as the primary beneficiary of the Solazyme Bunge JV. During the year ended December 31, 2013 and 2012, the Company recognized $6.8 million
and $1.8 million of losses, respectively, related to its equity method investment in the Solazyme Bunge JV.
In
anticipation of the Solazyme Bunge JVs formation, in May 2011, the Company granted Bunge Limited a warrant (the Bunge Warrant) to purchase 1,000,000 shares of its common stock at an exercise price of $13.50 per share. The Bunge
Warrant vests (i) 25% on the date that Solazyme and Bunge enter into a joint venture agreement to construct and operate a commercial-scale renewable oil production facility; (ii) 50% upon the commencement of construction of the Plant; and
(iii) 25% on the date upon which the aggregate output of triglyceride oil at the Plant reaches 1,000 MT. The number of warrant shares issuable is subject to adjustment for failure to achieve the performance milestones on a timely basis as well
as certain changes to the capital structure of Solazyme Bunge JV and corporate transactions. The Bunge Warrant expires in May 2021.
The Company accounts for the Bunge Warrant pursuant to ASC 505-50,
Equity-Based Payments to
Non-Employees
, which establishes that share-based payment
transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued (whichever is more reliably measurable), and the measurement date of such instruments shall
be the earlier of the date at which a commitment for performance by the counterparty is reached or the date at which the counterpartys performance is complete. A performance commitment is a commitment under which performance by the
counterparty to earn the equity instruments is probable because of sufficiently large disincentives for nonperformance. The measurement date of the Bunge Warrant was April 2, 2012, the formation date of Solazyme Bunge JV, as it was determined
that the future performance to earn the Bunge Warrant shares was probable.
On April 2, 2012, the Company recorded an
investment in the Solazyme Bunge JV of $10.4 million, equal to the fair value of the Bunge Warrant, and recorded a corresponding $2.7 million of additional paid-in-capital
97
for the vested Bunge Warrant shares and $7.7 million of warrant liability for the unvested Bunge Warrant shares as of that date. The fair value of the Bunge Warrant was determined using the
Black-Scholes option pricing model. The warrant liability is remeasured to fair value at each balance sheet date and/or upon vesting, and the warrant liability is reclassified to additional-paid in capital upon vesting. On June 20, 2012, the
second tranche of the Bunge Warrant shares vested, resulting in a reclassification of $4.6 million, which represented the fair value as of that date, to additional paid-in capital. The Company had a $0.7 million and $0.8 million warrant liability
associated with the unvested Bunge Warrant shares as of December 31, 2013 and 2012, respectively. The fair value of the warrant liability was determined using the Black-Scholes option pricing model based upon the following assumptions as of
December 31, 2013 and 2012:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
December 31,
2012
|
|
Stock price
|
|
$
|
10.89
|
|
|
$
|
7.75
|
|
Exercise price
|
|
$
|
13.50
|
|
|
$
|
13.50
|
|
Expected life in years
|
|
|
7.34
|
|
|
|
8.34
|
|
Risk-free interest rate
|
|
|
2.45
|
%
|
|
|
1.48
|
%
|
Estimated stock volatility
|
|
|
50
|
%
|
|
|
55
|
%
|
The Company recorded a net gain related to the change in the fair value of the warrant liability of
$0.1 million and $2.3 million during the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013, 750,000 of the Bunge Warrant shares had vested.
In addition to forming the Solazyme Bunge JV in April 2012, the Company entered into a Development Agreement with the Solazyme Bunge JV
to continue to conduct research and development activities that are intended to benefit the Solazyme Bunge JV, including activities in the areas of strain development, molecular biology and process development. The Development Agreement provides
that the Solazyme Bunge JV will pay the Company a technology maintenance fee in recognition of the Companys ongoing research investment in technology that would benefit the Solazyme Bunge JV. The Company also entered into a Technology Service
Agreement with the Solazyme Bunge JV under which the Solazyme Bunge JV will pay the Company for technical services related to the operations of the production facility. In the third quarter of 2013, the Solazyme Bunge JV also agreed to pay the
Company to support the Solazyme Bunge JVs commercial activities, including, but not limited to, facilitating supply agreements on behalf of the Solazyme Bunge JV and providing regulatory support.
In November 2012, the Company entered into a joint venture expansion framework agreement with Bunge. This framework agreement sets forth
the intent of the partners to expand joint venture-owned oil production capacity from the current 100,000 MT under construction in Brazil to 300,000 MT by 2016 at select Bunge owned and operated processing facilities worldwide. The Company and Bunge
amended the Joint Venture Agreement in October 2013 to expand the field and product portfolio of the Solazyme Bunge JV. The Company and Bunge intend to work together through joint market development to bring new, healthy and nutritious edible oils
to the Brazilian market. In February 2013, the Solazyme Bunge JV entered into a loan agreement with the Brazilian Development Bank (BNDES or BNDES Loan) under which it may borrow up to R$245.7 million (approximately USD
$104.0 million based on the exchange rate as of December 31, 2013). As a condition of the Solazyme Bunge JV drawing funds under the loan, the Company may be required to provide a bank guarantee equal to 14.39% of the total amount available
under the BNDES Loan and a corporate guarantee equal to 35.71% of the total amount available under the BNDES Loan (an amount not to exceed the Companys ownership percentage in the Solazyme Bunge JV). The BNDES funding supports the construction
of the Solazyme Bunge JVs first commercial-scale production facility in Brazil, which will reduce the capital requirements funded directly by the Company and Bunge. The term of the BNDES Loan is eight years and the loan has an average interest
rate of approximately 4.0% per annum. As of December 31, 2013, the Companys bank guarantee was in place and the corporate guarantee was not in place. The fees incurred on the cancelable bank guarantee were not material during the
year ended December 31, 2013.
98
The following table summarizes the carrying amounts of the assets and the fair value of the
liabilities included in the Companys consolidated balance sheet and the maximum loss exposure related to the Companys interest in its unconsolidated VIE (the Solazyme Bunge JV) as of December 31, 2013 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
|
|
VIE
|
|
Accounts
Receivable
|
|
|
Unbilled
Revenues
|
|
|
Investments in
Unconsolidated
Joint Ventures
|
|
|
Loan
Guarantee
|
|
|
Maximum
Exposure
to
Loss
(1)
|
|
Solazyme Bunge JV
|
|
$
|
6,941
|
|
|
$
|
1,058
|
|
|
$
|
22,532
|
|
|
$
|
0
|
|
|
$
|
67,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes maximum exposure to loss attributable to the Companys bank guarantee required to be provided for the Solazyme Bunge JV of R$35.4 million (approximately
$15.0 million based on the exchange rate at December 31, 2013, the Companys corporate guarantee of approximately $0.9 million (see Note 12) and non-cancellable purchase obligations of R$50.4 million (approximately
$21.3 million based on the exchange rate at December 31, 2013).
|
The Company may be required to
contribute additional capital to the VIE (for which the Company does not consider itself to be the primary beneficiary) in the future which would increase the Companys maximum exposure to loss. These future contribution amounts cannot be
quantified at this time.
Summarized information on the Solazyme Bunge JVs balance sheets and income statements as of
December 31, 2013 and 2012 and for the year ended December 31, 2013 and for the period from April 2, 2012 (date of inception) to December 31, 2012, respectively, was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
As of and for the
year ended
December 31, 2013
|
|
|
As of and for the
year ended
December 31, 2012
|
|
Current assets
|
|
$
|
9,872
|
|
|
$
|
7,773
|
|
Noncurrent assets
|
|
|
127,346
|
|
|
|
12,765
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
137,218
|
|
|
$
|
20,538
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
20,798
|
|
|
|
3,466
|
|
Noncurrent liabilities
|
|
|
90,933
|
|
|
|
|
|
JVs partners capital, net
|
|
|
25,487
|
|
|
|
17,072
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners capital, net
|
|
$
|
137,218
|
|
|
$
|
20,538
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
Net losses
|
|
|
(16,280
|
)
|
|
|
(2,733
|
)
|
Solazyme Roquette Joint Venture
In November 2010, the Company entered into a joint venture agreement with Roquette. The purpose of the joint venture, Solazyme Roquette
Nutritionals, LLC (Solazyme Roquette Nutritionals or the Solazyme Roquette JV) was to engage in manufacturing, distribution, sales, marketing and support of products and services related to the use of microalgae to which the
Company has not applied its targeted recombinant technology, in a fermentation production process to produce materials for use in the following fields: (i) human foods and beverages, (ii) animal feed and (iii) nutraceuticals. In June
2013, the Company and Roquette agreed to dissolve the Solazyme Roquette JV and on July 18, 2013, the Solazyme Roquette JV was dissolved. After assessing the recoverability of the Solazyme Roquette JV amounts capitalized on the Companys
balance sheet, the Company recorded charges to Loss From Equity Method Investments in its consolidated statement of operations of $0.7 million for unrecoverable receivables due from the Solazyme Roquette JV, and $0.7 million for unrecoverable
capital contributions made to the Solazyme Roquette JV during the year ended December 31, 2013.
99
The Company had determined that the Solazyme Roquette JV was a VIE based on the
insufficiency of each partys equity investment at risk to absorb losses and the Companys share of the respective expected losses of the Solazyme Roquette JV. Prior to the Solazyme Roquette JVs dissolution, the Phase 1 plant
operations and market development activities were the activities of the Solazyme Roquette JV that most significantly impacted its economic performance. The Company did not have the obligation to absorb the losses of the Solazyme Roquette JV that
could potentially be significant to the Solazyme Roquette JV, and the Company and Roquette had equally shared decision-making powers over certain significant activities of the Solazyme Roquette JV. Therefore, the Company did not consider itself to
be the Solazyme Roquette JVs primary beneficiary since inception of this joint venture and as such had never consolidated the financial results of the Solazyme Roquette JV. The Company accounted for its interests in the Solazyme Roquette
JV under the equity method of accounting.
Related Party Transactions
During the years ended December 31, 2013, 2012 and 2011, the Company recognized revenues of $8.1 million, $2.2 million and
$0, respectively, primarily related to its research and development arrangements with its joint venture companies. At December 31, 2013 and 2012, the Company had receivables of $6.9 million and $2.2 million, respectively, due from the joint
venture companies. At December 31, 2013 and 2012, the Company had unbilled revenues of $1.1 million and $0.8 million, respectively, related to the joint venture companies.
8. ACCRUED LIABILITIES
Accrued liabilities consisted of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
December 31,
2012
|
|
Accrued compensation and related liabilities
|
|
$
|
7,959
|
|
|
$
|
7,503
|
|
Accrued interest
|
|
|
2,166
|
|
|
|
|
|
Accrued professional fees
|
|
|
350
|
|
|
|
474
|
|
Accrued costs under the Collaboration Agreement
|
|
|
2,629
|
|
|
|
|
|
Other accrued liabilities
|
|
|
1,901
|
|
|
|
1,343
|
|
|
|
|
|
|
|
|
|
|
Total accrued liabilities
|
|
$
|
15,005
|
|
|
$
|
9,320
|
|
|
|
|
|
|
|
|
|
|
9. PREFERRED STOCK WARRANT LIABILITY
The Companys Series A redeemable preferred stock warrants were exercised in June 2011. The Companys Series B redeemable preferred stock warrants converted on a one for one basis to common
stock upon the closing of the Companys initial public offering in June 2011.
Upon the closing of the Companys
initial public offering on June 2, 2011, the Series A and Series B redeemable preferred stock warrants that were previously recorded as liabilities on the Companys consolidated balance sheet were automatically converted to common stock
warrants or common stock. Upon this conversion, the related preferred stock warrant liability of $6.6 million was reclassified to additional paid-in capital.
The preferred stock warrants were marked to fair value from January 1, 2009 through May 27, 2011, and the change in fair value was recognized in the Companys consolidated statements of
operations as gain or loss from change in fair value of warrant liability. The fair value of the preferred stock warrant liability increased by $3.6 million in the year ended December 31, 2011. The Company recorded this change in fair
value as an adjustment to loss from the change in fair value of warrant liability in the consolidated statements of operations.
100
10. COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENTS, GOVERNMENT PROGRAMS AND LICENSES
Chevron
The Company entered into multiple research and development agreements with Chevron over the research funding
period of January 2009 through June 2012 to conduct research, develop, manufacture and sell licensed products related to algal technology in the fields of diesel fuel, lubes and additives and coproducts.
These agreements with Chevron contain multiple element arrangements and the Company evaluated and concluded that there were two
deliverables, research and development activities and licenses, which are considered one unit of accounting. Revenues related to these services are recognized as research services are performed over the related performance period. The payments
received are not refundable and are based on a contractual reimbursement of costs incurred.
Unilever
Effective November 2009, the Company entered into a collaborative research and development agreement with
Conopco, Inc. (doing business as Unilever) to develop oil for use in soap and other products. The Company completed the research and development under this agreement in the year ended December 31, 2010. In the first quarter of 2011, the
Company and Unilever agreed to extend their research and development agreement through June 30, 2011. The Company received an initial payment of $750,000 in March 2011 related to work performed on this contract. The second payment of $750,000,
against the total contract extension of $1.5 million, was received from Unilever in July 2011.
In October 2011, the
Company entered into a joint development agreement with Unilever (the Companys fourth agreement with Unilever), which expanded its current research and development efforts. In September 2013, the Company and Unilever agreed to extend this
joint development agreement through September 30, 2014 and entered into a supply agreement for 10,000 MT of the Companys oil.
Department of Defense
In September 2010, the Company entered into an agreement with the U.S. Department of Defense (DoD) for research and development services to
provide marine diesel fuel. This was a firm fixed price contract divided into two phases, with Phase 1 and Phase 2 fees of $5.6 million and $4.6 million, respectively. Phase 1 of the contract was completed in September 2011 when 75,000
gallons (283,906 liters) of fuel were delivered. In August 2011, the DoD exercised its option to pursue Phase 2 of the agreement, which called for the additional delivery of 75,000 gallons (283,906 liters) of marine diesel fuel.
The Company evaluated the multiple elements of both DoD agreements (Phase 1 and Phase 2) and concluded that the two deliverables
(research and development activities and fuel) were one unit of accounting. Revenues related to these services are recognized as research services that are performed over the related performance period for each phase of the contract. The
payments received as installments are not refundable and are based on a contractual reimbursement of costs incurred.
With
respect to Phase 1 of the September 2010 DoD contract, the Company recognized $1.1 million of revenues in the year ended December 21, 2011. Phase 1 of the September 2010 DoD contract was completed in September 2011, and no revenues were
recognized subsequent to this period.
With respect to Phase 2 of the September 2010 DoD contract, the Company recognized $0,
$0.7 million and $3.9 million of revenues in the years ended December 31, 2013, 2012 and 2011, respectively. The Company had no unbilled revenue and deferred revenue balances related to Phase 2 of the agreement as of December 31, 2013 and
2012.
Department of Energy
In December 2009, the U.S. Department of Energy (DOE) awarded the
Company approximately $21.8 million to partially fund the construction, operation, and optimization of an integrated biorefinery. The project term is January 2010 through September 2014. The payments received are not refundable and are based on
a contractual reimbursement of costs incurred. During the years ended December 31,
101
2013, 2012 and 2011, the Company recognized revenues of $0, $9.2 million and $7.0 million, respectively. The Company had no deferred revenue balance related to this award as of December 31,
2013 and 2012. Unbilled revenues related to this award were $0 and $2.1 million as of December 31, 2013 and 2012, respectively.
Dynamic Fuels
In November 2011, Dynamic Fuels, LLC (Dynamic) was awarded a contract to supply the U.S. Navy with 450,000 gallons (1,703,000 liters) of renewable fuels. The
contract involved supplying the U.S. Navy with 100,000 gallons (379,000 liters) of jet fuel (Hydro-treated Renewable JP-5 and HRJ-5) and 350,000 gallons (1,325,000 liters) of marine distillate fuel (Hydro-treated Renewable F-76 and
HRD-76). The Company was named a subcontractor and entered into a subcontractor agreement effective as of January 2012 to supply Dynamic with algal oil to help fulfill Dynamics contract with the U.S. Navy to deliver fuel by May 2012. The
Company delivered its commitment of algal oil pursuant to this subcontract in February 2012. The fuel was used by the U.S. Navy in July 2012, as part of its efforts to demonstrate a Green Strike Group composed of vessels and ships powered by
biofuels.
Algenist
®
Distribution Partners
The Company entered into a distribution contract with Sephora S.A. (Sephora EMEA) in December 2010 to distribute the Algenist
®
product line in Sephora stores in certain countries in Europe and select countries in the Middle East and Asia. In
January 2011, the Company also entered into a distribution arrangement with Sephora USA, Inc. (Sephora Americas) to sell the Algenist
®
product line in the United States. Under both arrangements, the Company pays the majority of the costs associated with marketing the products, although both Sephora
EMEA and Sephora Americas contribute in the areas of public relations, training and marketing to support the brand. Sephora EMEA creates the marketing material, but the Company has an approval right over the materials and ultimately the Company has
control over the marketing budget. With Sephora Americas, the Company is responsible for creating certain marketing and training materials. The Company is obligated to fund minimum marketing expenditures under the agreement with Sephora EMEA. The
Company has also granted a license to Sephora Americas and Sephora EMEA to use the Algenist
®
trademarks and
logos to advertise and promote the product line. In March 2011, the Company entered into an agreement with QVC, Inc. (QVC) and launched the sale of its Algenist
®
product line through QVCs multimedia platform.
Dow
In February 2011, the Company entered into a joint development agreement with The Dow Chemical Company (Dow) to jointly develop microalgae-based oils for use in
dielectric insulating fluids. This initial research program was completed in September 30, 2011. In March 2012, the Company and Dow entered into a Phase 2 Joint Development Agreement (Phase 2 JDA), an extension of the original exclusive joint
development agreement related to dielectric insulating fluids.
Bunge
In May 2011, the Company entered into
a joint development agreement (JDA) with Bunge, a global agribusiness and food company, that extended through May 2013. In September 2013, the Company and Bunge agreed to extend the JDA, effective from May 2013 through September 2014.
Pursuant to the JDA, the Company and Bunge will jointly develop microbe-derived oils, and explore the production of such oils from Brazilian sugarcane feedstock. The JDA also provides for Bunge to provide research funding to the Company through
September 2014, payable quarterly in advance throughout the research term. The Company accounts for the JDA as an obligation to perform research and development services for others in accordance with
ASC 730-20,
Research and Development Arrangements
, and records the payments for the performance of these services as revenue in its consolidated statement of operations. The Company recognizes
revenue on the JDA based on proportionate performance of actual efforts to date relative to the amount of expected effort incurred. The cumulative amount of revenue recognized under the JDA is limited by the amounts the Company is contractually
obligated to receive as cash reimbursements.
In April 2012, the Company and Bunge entered into a Joint Venture Agreement
forming a joint venture to build, own and operate a commercial-scale renewable tailored oils production facility adjacent to Bunges Moema sugarcane mill in Brazil (see Note 7).
ADM
In November 2012, the Company and ADM entered into the Collaboration Agreement, establishing a collaboration for
the production of tailored triglyceride oil products at the Clinton Facility. In January 2014, the
102
Company began commercial scale production of its products at the Clinton Facility using the Companys proprietary microbe-based catalysis technology. Feedstock for the facility is provided
by ADMs adjacent wet mill. Under the terms of the Collaboration Agreement, the Company pays ADM annual fees for use and operation of a portion of the Clinton Facility, a portion of which may be paid in Company common stock. In March 2013, the
Company issued a series of warrants to ADM for payment in stock, in lieu of cash, at its election, of future annual fees for use and operation of a portion of the Clinton Facility. Downstream processing of products produced at the Clinton
Facility is being done at a facility in Galva, Iowa (Galva Facility) operated by a wholly owned subsidiary of American Natural Processors, Inc. The initial target nameplate capacity of the Clinton Facility is expected to be 20,000 MT per year
of tailored triglyceride oil products. Solazyme has an option to expand the capacity to 40,000 MT per year with the potential to further expand production to 100,000 MT per year. The parties are also working together to develop markets for the
products produced at the Clinton Facility.
In January 2013, the Company granted to ADM a warrant (ADM Warrant) to
purchase 500,000 shares of the Companys common stock, which vests in equal monthly installments over five years, commencing in November 2013. In addition, the Company shall grant to ADM a warrant (ADM Extension Warrant) covering an
additional 500,000 shares of the Companys common stock upon the extension of the Collaboration Agreement for each further five year term, which shall vest in equal monthly installments over the applicable five year extension term. The
measurement date of the ADM Warrant was established in July 2013 when the Company agreed that vesting of the ADM Warrant would commence in November 2013; therefore, it was determined that the future performance to earn the ADM Warrant shares was
probable. The Company recognizes on a straight-line basis, the fair value of the ADM Warrant to rent expense beginning on the measurement date and over the lease term.
During the year ended December 31, 2013, the Company recorded rent expense related to the ADM Warrant of $0.1 million, equal to the estimated fair value of the ADM Warrant shares that had vested over
the lease term since the measurement date. The estimated fair value of the ADM Warrant shares that had vested was determined using the Black-Scholes option pricing model based upon the following assumptions during the year ended December 31,
2013: volatility of 61%, risk-free interest rate of 1.4%, exercise price of $7.17, stock price range of $8.96 to $10.56, and range of expected remaining life of 5.1 to 5.2 years. As of December 31, 2013, 16,666 of the ADM Warrant shares had
vested.
Mitsui
In February 2013, the Company entered into a $20.0 million multi-year agreement with
Mitsui & Co., Ltd. (Mitsui) to jointly develop a suite of triglyceride oils for use primarily in the oleochemical industry. Product development is expected to span a multi-year period, with periodic product introductions
throughout the term of the joint development alliance. End use application may include renewable, high-performance polymer additives for plastic applications, aviation lubricants and toiletry and household products. Milestones within the Mitsui
joint development agreement that are determined to be substantive and at risk at the inception of the arrangement are recognized as revenue upon achievement of the milestone, and are limited to those amounts for which collectability is reasonably
assured. If these conditions are not met, the milestone payments are deferred and recognized as revenue over the estimated period of performance under the contract as completion of performance obligations occur. The Company recognized $4.0 million
of revenue related to a substantive milestone achieved under the Mitsui joint development agreement during the year ended December 31, 2013.
103
11. DEBT
A summary of the Companys debt as of December 31, 2013 and 2012 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
December 31,
2012
|
|
|
Maturity
Date
|
|
Secured and unsecured debt
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment note
|
|
$
|
70
|
|
|
$
|
129
|
|
|
|
January 2015
|
|
Silicon Valley Bank term loan
|
|
|
|
|
|
|
11,233
|
|
|
|
March 2013
|
|
Peoria facility note
|
|
|
|
|
|
|
3,606
|
|
|
|
February 2013
|
|
HSBC facility
|
|
|
10,369
|
|
|
|
|
|
|
|
March 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total secured and unsecured debt
|
|
|
10,439
|
|
|
|
14,968
|
|
|
|
|
|
Convertible senior subordinated notes
|
|
|
81,779
|
|
|
|
|
|
|
|
February 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
92,218
|
|
|
|
14,968
|
|
|
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of embedded derivative
|
|
|
5,914
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized debt discount
|
|
|
(4,610
|
)
|
|
|
|
|
|
|
|
|
Current portion of debt
|
|
|
(65
|
)
|
|
|
(7,331
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term portion of debt
|
|
$
|
93,457
|
|
|
$
|
7,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest costs incurred related to the Companys total debt was $6.3 million, $0.8 million and
$0.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. Total interest costs capitalized during the year ended December 31, 2013 was $1.1 million, related to the Companys investment in the Solazyme Bunge
JV, accounted for under the equity method, which has activities in progress necessary to commence its planned principal operations. The Company was in compliance with all debt covenants as of December 31, 2013 and 2012.
Equipment Note
In June 2010, the Company entered into a secured promissory note agreement with the lessor of its
headquarters under which $265,000 was borrowed to purchase equipment owned by the lessor. The loan is payable in monthly installments of principal and interest with final payment due in January 2015. Interest accrues at 9.0% and the promissory note
is collateralized by the purchased equipment.
Silicon Valley Bank Term Loan
On May 11, 2011, the
Company entered into a loan and security agreement with Silicon Valley Bank (SVB) that provided for a $20.0 million credit facility (the SVB facility) consisting of (i) a $15.0 million term loan (the SVB term
loan) that was eligible to be borrowed in one or more increments prior to November 30, 2011 and (ii) a $5.0 million revolving facility (the SVB revolving facility). On May 11, 2011, the Company borrowed $15.0
million under the SVB facility. As of December 31, 2012, $11.2 million was outstanding under the SVB facility. On March 26, 2013, the SVB facility was terminated when the Company paid in full the outstanding principal and interest on this
term loan using proceeds from the revolving facility with HSBC, USA, National Association, described in
HSBC Facility
below.
Peoria Facility Note
In March 2011, the Company entered into an agreement to purchase a development and commercial production facility with multiple 128,000-liter fermenters, and an
annual oil production capacity of over 2,000,000 liters (1,820 MT) located in Peoria, Illinois for $11.5 million. This transaction closed in May 2011, and the Company paid for the aggregate purchase price with available cash and borrowed $5.5
million under a promissory note, mortgage and security agreement from the seller. The Company began initial fermentation operations in the facility in the fourth quarter of 2011 and commissioned its first integrated biorefinery in June 2012 under
its DOE program. The principal is payable in two lump sum payments, the first of which was paid in March 2012 and the second (and final) payment was made in February 2013. The note is
104
interest-free and secured by the real and personal property acquired from the seller. The assets acquired and the related note payable were recorded based upon the present value of the future
payments assuming an imputed interest rate of 3.25%, resulting in a discount of $0.3 million. The $0.3 million loan discount was recognized as interest expense over the loan term utilizing the effective interest method.
HSBC Facility
In March 2013, the Company entered into a loan and security agreement with HSBC Bank, USA, National
Association (HSBC) that provides for a $30.0 million revolving facility (the HSBC facility) for working capital, letters of credit denominated in U.S. dollars or a foreign currency and other general corporate purposes, and in
May 2013 the Company entered into an amendment to the HSBC facility, increasing the HSBC facility amount to $35.0 million. On March 26, 2013, the Company drew down approximately $10.4 million under the HSBC facility to repay all
outstanding loans plus accrued interest under the SVB facility (as defined above). The Company incurred debt issuance costs of approximately $0.2 million related to this draw down, that was recorded in other long-term assets and is being
amortized to interest expense using the effective interest method over the contractual term of the loan. As of December 31, 2013, $10.4 million was outstanding under the HSBC facility. A portion of the HSBC facility also supports the bank
guarantee issued to BNDES in May 2013 (see Note 7). Therefore, approximately $9.6 million of the HSBC facility remained available as of December 31, 2013.
The HSBC facility is unsecured unless (i) the Company takes action that could cause or permit obligations under the HSBC facility not to constitute Senior Debt (as defined in the indenture),
(ii) the Company breaches financial covenants that require the Company and its subsidiaries to maintain cash and unrestricted cash equivalents at all times of not less than $35.0 million plus one hundred ten percent of the aggregate dollar
equivalent amount of outstanding advances and letters of credit under the HSBC facility, or (iii) there is a payment default under the facility or bankruptcy or insolvency events relating to the Company.
Advances under the HSBC facility will bear interest at a variable interest rate based on, at the Companys option at the time an
advance is requested, either (i) the Base Rate (as defined in the HSBC facility) plus the applicable Base Rate Margin (as defined in the HSBC facility), or (ii) the Eurodollar Rate (as defined in the HSBC facility) plus the applicable
Eurodollar Rate Margin (as defined in the HSBC facility). The Company will pay HSBC an annual fee of two and one-half percent (2.50%) per annum with respect to letters of credit issued. Upon an event of default, outstanding obligations
under the HSBC facility will bear interest at a rate of two percent (2.00%) per annum above the rates described in (i) and (ii) above. The interest rate for total debt outstanding under the HSBC facility was 2.7% as of
December 31, 2013. The maturity date of the facility is March 26, 2015. If on the maturity date (or earlier termination date of the HSBC facility), there are any outstanding letters of credit, the Company will be required to provide HSBC
with cash collateral in the amount of (i) for letters of credit denominated in U.S. dollars, up to one hundred five percent (105%), and (ii) for letters of credit denominated in a foreign currency, up to one hundred ten percent (110%), of
the dollar equivalent of the face amount of all such letters of credit plus all interest, fees and costs.
In addition to the
financial covenants and covenants related to the indenture referenced above, the Company is subject to customary affirmative and negative covenants and events of default under the HSBC facility including certain restrictions on borrowing. If an
event of default occurs and continues, HSBC may declare all outstanding obligations under the HSBC facility immediately due and payable, with all obligations being immediately due and payable without any action by HSBC upon the occurrence of certain
events of default or if the Company becomes insolvent.
Convertible Senior Subordinated Notes
On
January 24, 2013 the Company issued $125.0 million aggregate principal amount of Notes, which amount includes the exercise in full of the over-allotment option granted to the initial purchaser of the Notes, in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes bear interest at a fixed rate of 6.00% per year, payable semiannually in arrears on August 1 and February 1 of each year,
beginning on August 1, 2013.
105
The Notes are convertible into the Companys common stock and may be settled as described below. The Notes will mature on February 1, 2018, unless earlier repurchased or converted. The
Company may not redeem the Notes prior to maturity.
The net proceeds from the Note offering were approximately $119.2
million, after deducting discounts to the initial purchaser of $5.3 million and debt issue costs of $0.5 million. Debt discounts incurred with the issuance of the Notes were recorded on the consolidated balance sheets as a reduction to the
associated Note balance. The Company amortizes the debt discounts to interest expense over the contractual or expected term of the Note using the effective interest method. Debt issuance costs were recorded in other long-term assets and are
being amortized to interest expense over the contractual or expected term of the Notes using the effective interest method. The Company is currently using the net proceeds of the offering to fund project related costs and capital expenditures and
for general corporate purposes.
The Notes are convertible at the option of the holders at any time prior to the close of
business on the scheduled trading day immediately preceding February 1, 2018 into shares of the Companys common stock at the then-applicable conversion rate. The conversion rate is initially 121.1240 shares of common stock per $1,000
principal amount of Notes (equivalent to an initial conversion price of approximately $8.26 per share of common stock). With respect to any conversion prior to November 1, 2016 (other than conversions in connection with certain fundamental
changes where the Company may be required to increase the conversion rate as described below), in addition to the shares deliverable upon conversion, holders are entitled to receive an early conversion payment equal to $83.33 per $1,000 principal
amount of Notes surrendered for conversion that may be settled, at the Companys election, in cash or, subject to satisfaction of certain conditions, in shares of the Companys common stock. As of December 31, 2013, $43.2 million of
the Notes had been converted into the Companys common stock and were reclassified from long-term debt to stockholders equity in the consolidated balance sheets. The Company settled the early conversion payments in shares of the
Companys common stock. The Company issued 5,541,597 shares of its common stock upon early conversions of the Notes during the year ended December 31, 2013.
The Company issued the Notes pursuant to an indenture dated as of January 24, 2013 (the indenture) by and between the Company and Wells Fargo Bank, National Association, as trustee. The
indenture provides for customary events of default, including cross acceleration to certain other indebtedness of the Company and its significant subsidiaries.
If the Company undergoes a fundamental change, holders may require the Company to repurchase for cash all or part of their Notes at a purchase price equal to 100% of the principal amount of the Notes to
be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for
any Notes converted in connection with such fundamental changes by a specified number of shares of its common stock.
The
Company evaluated the embedded derivative resulting from the early conversion payment feature within the indenture for bifurcation from the Notes. The early conversion payment feature was not deemed clearly and closely related to the Notes and was
bifurcated as an embedded derivative. The Company recorded this embedded derivative (derivative liability) at fair value, which is included as a component of Convertible Debt on its consolidated balance sheets with a corresponding debt discount that
is netted against the principal amount of the Notes. The derivative liability is remeasured to fair value at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value of the derivative liability
being recorded in other income and loss. The Company determined the fair value of the embedded derivative using a Monte Carlo simulation model. See Note 4.
The Notes are the general unsecured obligations of the Company and will be subordinated in right of payment to its Senior Debt. The convertible notes will effectively rank junior in right of payment to
any of the
106
Companys secured indebtedness to the extent of the value of the assets securing such indebtedness and be structurally junior to all indebtedness and other liabilities of the Companys
subsidiaries, including trade payables.
The weighted average interest rate for total debt outstanding was 5.6% and 4.6% as of
December 31, 2013 and 2012, respectively.
A summary of debt maturity follows (in thousands):
|
|
|
|
|
|
|
December 31,
2013
|
|
Principal due in 2014
|
|
$
|
65
|
|
Principal due in 2015
|
|
|
10,374
|
|
Principal due in 2016
|
|
|
|
|
Principal due in 2017
|
|
|
|
|
Principal due in 2018
|
|
|
81,779
|
|
Principal due in 2019 and thereafter
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
92,218
|
|
|
|
|
|
|
12. COMMITMENTS AND CONTINGENCIES
Operating Lease Agreements
The Company records rent expense under
its lease agreements on a straight-line basis. Differences between actual lease payments and rent expense recognized under these leases results in a net deferred rent asset or a net deferred rent liability at each reporting period. The Company had a
deferred rent asset of $3.6 million and a deferred rent liability of $0.3 million as of December 31, 2013 and a deferred rent liability of $0.7 million as of December 31, 2012.
The Company currently leases 96,000 square feet of office and laboratory space located in two buildings on adjacent properties in
South San Francisco (SSF), California. The term of the lease will end in February 2015.
The Company also
leases office and laboratory space in Brazil. The term of the lease is five years, and the lease commenced on April 1, 2011 and expires on April 1, 2016. The rent is 29,500
Brazilian Real
per month and is subject to an annual
inflation adjustment. The Company pays its proportionate share of operating expenses. The Company may cancel this lease agreement at any time, but would be subject to paying the lessor the maximum of a three month rent penalty. Effective April 2012,
the rent increased from 29,500
Brazilian Real
per month to 30,500
Brazilian Real
(approximately $13,000 based on the exchange rate at December 31, 2013) per month as a result of the annual inflation adjustment.
The Company entered into several auto lease agreements during the years ended December 31, 2012 and 2013. These lease agreements
contain early cancellation penalties ranging from 50% - 80% of their remaining lease values. The remaining value of the leases as of December 31, 2013 was 1.1 million
Brazilian Real
(approximately $0.5 million based on the exchange
rate at December 31, 2013).
The Company entered into a Strategic Collaboration Agreement with ADM in November 2012 (See
Note 10). The Company pays ADM annual fees for the use and operation of a portion of the Clinton Facility, a portion which may be paid in the Companys common stock. During the year ended December 31, 2013, the Company made two
payments to ADM in both cash and by issuing 770,761 shares of its common stock, which was recorded to deferred rent asset and equity. The common stock and cash payments made under the Strategic Collaboration Agreement are accounted for as an
operating lease. In January 2013, the Company granted to ADM a warrant (ADM Warrant) to purchase 500,000 shares of the Companys common stock, which vests in
107
equal monthly installments over five years, commencing in November 2013. In addition, the Company shall grant to ADM a warrant (ADM Extension Warrant) covering an additional 500,000
shares of the Companys common stock upon the extension of the Collaboration Agreement for each further five year term, which shall vest in equal monthly installments over the applicable five year extension term. The exercise price of the ADM
Warrant is $7.17 per share and expires in January 2019. In July 2013, the measurement date for the ADM Warrant was established (See Note 10).
Downstream processing of products produced at the Clinton Facility is being done at the Galva Facility. The Company entered into a Manufacturing Services and Facility Licensing Agreement
(Manufacturing and Facility Agreement) in June 2013 with a wholly owned subsidiary of American Natural Processors, Inc. for the use and operation of the Galva Facility, a portion of which may be paid in the Companys common stock.
As of December 31, 2013 no payments under the Manufacturing and Facility Agreement had been made in common stock. The cash payments under the Manufacturing and Facility Agreement are accounted for as an operating lease.
Future minimum lease payments under noncancelable operating leases are as follows as of December 31, 2013 (in thousands):
|
|
|
|
|
Year ending December 31,
|
|
|
|
|
2014
|
|
$
|
3,981
|
|
2015
|
|
|
6,624
|
|
2016
|
|
|
|
|
2017
|
|
|
|
|
2018
|
|
|
|
|
2019 and thereafter
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
10,605
|
|
|
|
|
|
|
Rent expense was $7.1 million, $2.8 million and 2.0 million for the years ended December 31,
2013, 2012 and 2011, respectively.
Contractual Obligations
As of December 31, 2013 the Company had
non-cancelable purchase obligations of $0.5 million.
The Company has various manufacturing, research, and other contracts
with vendors in the conduct of the normal course of its business. All contracts are terminable with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would only be obligated for the
products or services that the Company had received at the time the termination became effective.
Guarantees and
Indemnifications
The Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. The Company, as permitted under Delaware law and in accordance with
its amended and restated certificate of incorporation and amended and restated bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the
Companys request in such capacity. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a
director and officer insurance policy that may enable it to recover all or a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. The Company has not recorded any liability for these
indemnities in the accompanying consolidated balance sheets. However, the Company accrues for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses
have been recorded to date.
108
In November 2011, the Company agreed to guarantee repayment of a portion, up to a maximum
amount, of 50% of the aggregate draw-downs from the Roquette Loan, if and when drawn down, including a portion of the associated fees, interest and expenses (Note 7). The Solazyme Roquette JV never drew down on the Roquette Loan prior to the
Solazyme Roquette JVs dissolution, and therefore the Company did not record any liability for this guarantee in the accompanying consolidated balance sheets.
In February 2013, the Solazyme Bunge JV entered into a loan agreement with BNDES under which it may borrow up to R$245.7 million (approximately USD $104.0 million based on the exchange rate as of
December 31, 2013) which will support the production facility in Brazil, including a portion of the construction costs of the facility. As a condition of the Solazyme Bunge JV drawing funds under the BNDES Loan, the Company may be required to
provide a bank guarantee and a corporate guarantee for a portion of the BNDES Loan (in an amount not to exceed its ownership percentage in the Solazyme Bunge JV). As of December 31, 2013 the bank guarantee was in place and the corporate
guarantee was not. See also Note 7.
On December 17, 2013, the Solazyme Bunge JV entered into a Loan Facility Agreement with
Bunge Alimentos S.A. (the Loan Facility). The Company agreed to guarantee repayment of 50% of the portion of the Loan Facility to be utilized for operational expenses, up to maximum aggregate advances of $5.0 million. As of December 31,
2013, a total of $1.7 million (of which the Company is the guarantor of approximately $0.9 million) had been drawn down under the Loan Facility. Outstanding advances guaranteed by the Company mature on April 2, 2014. At December 31, 2013, the
Company had no outstanding obligation recorded related to this corporate guarantee because the fair value of the obligation is immaterial.
Other Matters
The Company may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of its business. Such matters are subject to many
uncertainties and outcomes are not predictable with assurance. The Company accrues amounts, to the extent they can be reasonably estimated, that it believes are adequate to address any liabilities related to legal proceedings and other loss
contingencies that the Company believes will result in a probable loss that is reasonably estimable. As of December 31, 2013, the Company was not involved in any material legal proceedings. While there can be no assurances as to the ultimate
outcome of any legal proceeding or other loss contingencies involving the Company, management does not believe any pending matters individually and in the aggregate will be resolved in a manner that would have a material effect on the Companys
consolidated financial position, results of operations or cash flows.
13. COMMON STOCK
Initial Public Offering
On June 2, 2011, the Company completed its initial public offering issuing 12,021,250
shares of common stock at an offering price of $18.00 per share, resulting in net proceeds to the Company of $201.2 million, after deducting underwriting discounts and commissions of $15.1 million. Additionally, the Company incurred offering costs
of $4.3 million related to the initial public offering. Upon the closing of the initial public offering, the Companys outstanding shares of redeemable convertible preferred stock were automatically converted on a one for one basis into
34,534,125 shares of common stock and the outstanding Series B redeemable convertible preferred stock warrants were automatically converted into 303,855 shares of common stock.
In February 2014, the Company filed a shelf registration statement whereby securities may be offered by the Company or by selling
security holders in amounts, at prices and on terms determined at the time of the offering.
Common
Stock
As of December 31, 2010, under the Companys Certificate of Incorporation, as amended, the Company was authorized to issue 60 million shares of common stock with a par value of $0.001 per share. In connection with
the closing of the initial public offering, on June 2, 2011, the Company amended and restated its certificate of incorporation to increase its authorized number of shares of common stock to 150 million and authorize the issuance of
5 million shares of preferred stock. The holder of each share of common stock is entitled to one vote. The board of directors has the authority, without action by its stockholders, to designate and
109
issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. The Companys amended and restated certificate of incorporation
provides that the Companys board of directors will be divided into three classes, with staggered three-year terms and provides that all stockholder actions must be effected at a duly called meeting of the stockholders and not by consent in
writing. The amended and restated certificate of incorporation also provides that only the board of directors may call a special meeting of the stockholders and requires a 66 2/3% stockholder vote for the adoption, amendment or repeal of any
provision of the Companys amended and restated bylaws and for the amendment or repeal of certain provisions of the Companys amended and restated certificate of incorporation.
In January 2013 and November 2013, the Company issued 347,483 shares and 423,278 shares, respectively, of its common stock to ADM
pursuant to the Companys Collaboration Agreement with ADM (see Note 10). The common stock issued to ADM in January 2013 was registered pursuant to the Companys registration statement on Form S-3, which was declared effective on
January 23, 2013.
As of December 31, 2013, $43.2 million of the Notes had been converted into the Companys
common stock and were reclassified from long-term debt to stockholders equity in the consolidated balance sheets. The Company settled the early conversion payments in shares of the Companys common stock. The Company issued 5,541,597
shares of its common stock upon early conversions of the Notes during the year ended December 31, 2013 (see Note 11).
14. STOCK-BASED
COMPENSATION
Second Amended and Restated 2004 Equity Incentive Plan
The Companys Second Amended
and Restated Equity Incentive Plan (the 2004 EIP) was adopted by the Board of Directors in February 2008 (termination date of January 4, 2014). Pursuant to the 2004 EIP, the Company may grant options, restricted stock and stock
purchase rights to employees, directors, or consultants of the Company. Options granted may be either incentive stock options or nonstatutory stock options. Incentive stock options may be granted to employees (including offices and directors, who
are also employees). Nonstatutory stock options may be granted to employees, directors or consultants. In March 2011, the Companys Board of Directors approved a 2,000,000 increase in the options reserved for issuance under the Companys
2004 EIP. On May 25, 2011, in conjunction with the Companys initial public offering, the 2004 EIP terminated so that no further awards may be granted under the 2004 EIP. Although the 2004 EIP terminated, all outstanding awards will
continue to be governed by their existing terms.
2011 Equity Incentive Plan
On May 26, 2011, the
Companys 2011 Equity Incentive Plan (the 2011 EIP, and together with the 2004 EIP (the Plans)) became effective. The Company initially reserved 7,000,000 shares of common stock for issuance under the 2011 EIP.
Starting on May 26, 2011, any shares subject to outstanding awards granted under the 2004 EIP that expire or terminate for any reason prior to the issuance of shares shall become available for issuance under the 2011 EIP. The 2011 EIP also
provides for automatic annual increases in the number of shares reserved for future issuance, and during the year ended December 31. 2013 an additional 3,051,777 shares were reserved under the 2011 EIP as a result of this provision. As of
December 31, 2013 there were 5,604,609 shares available for issuance under the 2011 EIP.
Options under the Plans may be
granted for periods up to ten years. All options issued to date have had up to a ten year life. The exercise price of incentive and nonstatutory stock options shall not be less than 100% of the fair market value of the shares on the date of grant.
The Board of Directors determines the vesting period of stock-based awards. The Companys stock options generally vest over four years. Restricted stock awards are subject to forfeiture if certain vesting requirements are not met. The Company
issues new common stock from authorized shares upon the exercise of stock options.
110
2011 Employee Stock Purchase Plan
On May 26, 2011, the
Companys 2011 Employee Stock Purchase Plan (the 2011 ESPP) became effective. The Company initially reserved 750,000 shares of common stock for issuance under the 2011 ESPP. The purchase price of the common stock under the
Employee Stock Purchase Plan is 85% of the lower of the fair market value of a share of common stock on the first day of the offering period or the last day of the purchase period. The 2011 ESPP also provides for automatic annual increases in the
number of shares reserved for future issuance, and during the year ended December 31, 2013 an additional 610,355 shares were reserved under the 2011 ESPP as a result of this provision. As of December 31, 2013 there were
1,709,950 shares available for issuance under the 2011 ESPP.
The Company recognized stock-based compensation expense
related to its 2011 ESPP of $0.6 million, $0.3 million and $0.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Common Stock Subject to Repurchase
The Company allows employees and non-employees to exercise options prior to vesting. The Company has the right, but not the obligation, to repurchase
any unvested (but issued) common shares upon termination of employment or service at the original purchase price per share. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related
dollar amount is recorded as a liability. The unvested shares and liability are reclassified to equity on a ratable basis as the award vests. There were 2,942 and 34,832 shares of common stock subject to repurchase as of December 31, 2013 and
2012, respectively. The Companys liability related to common stock subject to repurchase was $4,000 and $39,000 as of December 31, 2013 and 2012, respectively, and was recorded in other liabilities.
Stock Options
A summary of the Companys stock option activity under the Plans and related information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
|
Aggregate
Intrinsic
Value
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Balance at December 31, 2012
|
|
|
9,521,970
|
|
|
$
|
8.13
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
2,342,729
|
|
|
|
9.08
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(1,114,819
|
)
|
|
|
3.30
|
|
|
|
|
|
|
|
|
|
Forfeited, cancelled or expired
|
|
|
(792,513
|
)
|
|
|
10.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
|
9,957,367
|
|
|
$
|
8.72
|
|
|
|
7.7
|
|
|
$
|
28,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and exercisable at December 31, 2013
|
|
|
5,639,981
|
|
|
$
|
7.95
|
|
|
|
7.2
|
|
|
$
|
21,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and expected to vest as of December 31, 2013
|
|
|
9,358,952
|
|
|
$
|
8.65
|
|
|
|
|
|
|
$
|
27,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The aggregate intrinsic value represents the value by which the Companys closing stock price on the last trading day of the year ended December 31, 2013
exceeds the exercise price of the stock multiplied by the number of options outstanding or exercisable, excluding any that have a negative intrinsic value.
|
The weighted-average grant date fair value of options granted was $5.07, $6.46 and $6.15 for the years ended December 31, 2013, 2012 and 2011, respectively. The total intrinsic value of options
exercised was $7.5 million, $7.4 million and $6.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.
The total fair value of options vested was $12.9 million, $11.1 million and $3.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.
111
The following table presents the composition of options outstanding and vested and
exercisable as of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Vested and Exercisable
|
|
Range of
Exercise Prices
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
|
Number of
Vested and
Exercisable
Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
$0.001-1.01
|
|
|
763,155
|
|
|
$
|
0.65
|
|
|
|
4.5
|
|
|
|
748,363
|
|
|
$
|
0.64
|
|
|
|
4.5
|
|
$2.35
|
|
|
1,011,650
|
|
|
|
2.35
|
|
|
|
6.6
|
|
|
|
888,997
|
|
|
|
2.35
|
|
|
|
6.5
|
|
$6.79-8.92
|
|
|
3,669,357
|
|
|
|
7.95
|
|
|
|
8.0
|
|
|
|
1,837,104
|
|
|
|
7.89
|
|
|
|
7.5
|
|
$9.03-11.59
|
|
|
2,771,210
|
|
|
|
10.84
|
|
|
|
8.2
|
|
|
|
1,190,164
|
|
|
|
10.97
|
|
|
|
8.2
|
|
$11.61-27.03
|
|
|
1,741,995
|
|
|
|
14.20
|
|
|
|
8.2
|
|
|
|
975,353
|
|
|
|
15.11
|
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
9,957,367
|
|
|
|
8.72
|
|
|
|
7.7
|
|
|
|
5,639,981
|
|
|
|
7.95
|
|
|
|
7.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense related to stock-based awards granted to employees and nonemployees were
allocated to research and development and sales, general and administrative expense as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Research and development
|
|
$
|
5,917
|
|
|
$
|
3,924
|
|
|
$
|
2,278
|
|
Sales, general and administrative
|
|
|
12,736
|
|
|
|
11,478
|
|
|
|
8,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
18,653
|
|
|
$
|
15,402
|
|
|
$
|
10,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No income tax benefits have been recognized related to stock-based compensation expense for the years
ended December 31, 2013, 2012 and 2011.
Employee Stock-Based Compensation
Stock-based compensation
expense was $17.3 million, $13.2 million and $6.5 million for the years ended December 31, 2013, 2012 and 2011, respectively, for stock-based awards granted to employees. There was unrecognized stock-based compensation cost of $18.4
million related to nonvested stock options granted to employees as of December 31, 2013, and the Company expects to recognize this cost over a weighted-average period of 1.5 years as of December 31, 2013. The grant date fair value of
employee stock-based awards was estimated using the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
2013
|
|
2012
|
|
2011
|
Expected term (in years)
|
|
5.1-6.0
|
|
5.3-6.0
|
|
5.0-6.1
|
Volatility
|
|
60.1%-61.5%
|
|
62.8%-68.0%
|
|
49.6%-68.2%
|
Risk-free interest rate
|
|
0.8%-2.1%
|
|
0.6%-1.3%
|
|
1.0%-2.5%
|
Dividend yield
|
|
0%
|
|
0%
|
|
0%
|
112
Nonemployee Stock-Based Compensation
Stock-based compensation expense was
$1.4 million, $2.2 million and $4.4 million for the years ended December 31, 2013, 2012 and 2011, respectively, for stock-based awards granted to nonemployees. There was unrecognized stock-based compensation cost of $1.1 million related to
nonvested stock options granted to nonemployees as of December 31, 2013, and the Company expects to recognize this cost over a weighted-average period of 1.6 years as of December 31, 2013. The fair value of non-employee stock-based awards
was estimated using the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
2013
|
|
2012
|
|
2011
|
Expected term (in years)
|
|
7.8-8.9
|
|
8.5-8.9
|
|
6.2-10.0
|
Volatility
|
|
60.4%-60.9%
|
|
60.3%-64.8%
|
|
46.2%-66.7%
|
Risk-free interest rate
|
|
1.6%-2.8%
|
|
1.3%-1.9%
|
|
1.2%-3.5%
|
Dividend yield
|
|
0%
|
|
0%
|
|
0%
|
Restricted Stock Awards
A summary of the Companys restricted stock award
activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Unvested at December 31, 2012
|
|
|
12,670
|
|
|
|
15.68
|
|
Granted
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(11,502
|
)
|
|
|
14.88
|
|
Forfeited or cancelled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2013
|
|
|
1,168
|
|
|
$
|
23.47
|
|
|
|
|
|
|
|
|
|
|
There was unrecognized stock-based compensation costs of $27,000 related to nonvested restricted stock
awards as of December 31, 2013. The Company expects to recognize those costs over a weighted-average period of 0.4 years as of December 31, 2013.
Restricted Stock Units
The Company awarded 1,785,157, 82,000 and 140,000 restricted stock units (RSUs) to employees in the years ended December 31, 2013, 2012 and 2011,
respectively. The RSUs have vesting terms between 0.5 3.9 years. The weighted-average grant date fair value of RSUs granted was $9.56, $10.66 and $23.56 for the years ended December 31, 2013, 2012 and 2011, respectively. As of
December 31, 2013, 165,333 shares of RSUs were vested and 1,771,907 shares of RSUs were unvested. Stock-based compensation expense related to RSUs was $5.5 million, $1.5 million and $0.6 million for the years ended December 31, 2013,
2012 and 2011, respectively.
Performance-Based Restricted Stock Units
The Company granted 0, 100,000 and
60,000 performance-based restricted stock units (PSUs) to employees in the years ended December 31, 2013, 2012 and 2011, respectively. These PSUs vest contingent upon the achievement of pre-determined performance-based milestones.
If the performance-based milestones are not met, the restricted stock units will not vest, in which case, any stock-based compensation expense recognized to date will be reversed. The weighted-average grant date fair value of performance-based
restricted stock units granted in the years ended December 31, 2013, 2012 and 2011 was $0, $9.46 and $23.56, respectively. As of December 31, 2013, 60,000 shares of PSUs had vested and 100,000 shares of PSUs were unvested. During the year
ended December 31, 2013, the Company modified a PSU by accelerating the vesting of 15,000 shares, resulting in a net decrease of stock-based compensation expense of approximately $0.1 million. Stock-based compensation expense related to PSUs
was $(34,000), $0.8 million and $0.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Stock Option Modification
In August 2011, the Company modified an employees stock options by accelerating the
vesting of options and increasing the period to exercise options post-termination date. This modification resulted in the Company recording an additional $0.3 million of additional stock-based compensation expense in the year ended December 31,
2011.
113
Common Stock Warrants
In June 2010, the Company entered into a transaction with an executive placement group to provide recruiting services. As partial
compensation for services rendered, the Company granted a warrant to purchase 5,000 shares of the Companys common stock at an exercise price of $2.35 per share, the estimated fair value of the Companys common stock at the time the
warrant was granted. Prior to our initial public offering, this warrant was fully exercised in May 2011.
In May 2011, the
Company granted Bunge Limited a warrant to purchase 1,000,000 shares of the Companys common stock at an exercise price of $13.50 per share. As of December 31, 2013, 750,000 of the warrant shares had vested. Refer to Note 7 and Note 10 for
a description of the vesting terms and a discussion of the accounting for the warrant.
In January 2013, the Company granted
ADM a warrant to purchase 500,000 shares of the Companys common stock at an exercise price of $7.17 per share. The warrant vests in equal monthly installments over five years, commencing in November 2013 and the warrant expires in January
2019. As of December 31, 2013, 16,666 of the warrant shares had vested. In addition, in March 2013 the Company issued a series of warrants to ADM for payment in stock, in lieu of cash, at its election, of future annual fees for use and
operation of the Clinton Facility. In November 2013, the Company issued 423,278 shares of its common stock to ADM upon the exercise by ADM of one of the series of warrants to receive a payment in cash, stock or combination thereof, for the use and
operation of a portion of the Clinton Facility. See Note 10 and Note 12.
15. NOTES RECEIVABLE FROM STOCKHOLDERS
In November 2008, the Company issued secured recourse Promissory Notes (promissory notes) totaling $1.5 million to the
Companys founders. These promissory notes, secured by 1,536,000 shares of the Companys common stock under separate stock pledge agreements executed by the Companys founders, bear interest at 2.97% per year over a period
of five years. The number of shares held as collateral may be adjusted from time to time due to changes in the value of the Companys common stock. As of December 31, 2010, amounts owed under these promissory notes, including accrued
interest, totaled $1.6 million, was classified as notes receivable from stockholders, a reduction to stockholders equity (deficit). The principal amount of the notes and accrued interest of $1.6 million was fully repaid by the
Companys founders in March 2011.
16. INCOME TAXES
The Company has incurred net operating losses for the years ended December 31, 2013, 2012 and 2011, and therefore has no provision for income taxes recorded for such years. The Company had federal,
state and foreign net operating loss carryforwards of $234.4 million, $191.1 million and $10.5 million, respectively, as of December 31, 2013. Federal net operating loss carryforwards expire beginning in 2024 and state net operating loss
carryforwards expire beginning in 2014, if not utilized. The Company had federal and state research and development tax credit carryforwards of $3.7 million and $2.2 million, respectively, as of December 31, 2013. The federal research and
development tax credit carryforwards will expire starting in 2028 if not utilized. The state research and development tax credit carryforwards can be carried forward indefinitely.
Utilization of the net operating loss and research and development credit carryforwards may be subject to an annual limitation due to the
ownership percentage change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. The annual limitation may result in the expiration of the net operating losses and research and development credit
carryforwards before utilization.
114
The components of loss before income taxes are as follows for the years ended
December 31, 2013, 2012 and 2011 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ending December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
United States
|
|
$
|
(111,791
|
)
|
|
$
|
(76,755
|
)
|
|
$
|
(50,655
|
)
|
Foreign
|
|
|
(4,598
|
)
|
|
|
(6,377
|
)
|
|
|
(3,306
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
$
|
(116,389
|
)
|
|
$
|
(83,132
|
)
|
|
$
|
(53,961
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The tax effects of temporary differences and carry forwards that give rise to significant portions of the
deferred tax assets are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Net operating loss carry forwards
|
|
$
|
89,491
|
|
|
$
|
48,591
|
|
Capitalized start-up costs
|
|
|
9,406
|
|
|
|
9,931
|
|
Research and development credits
|
|
|
3,896
|
|
|
|
1,527
|
|
Stock compensation
|
|
|
9,390
|
|
|
|
5,522
|
|
Other
|
|
|
4,787
|
|
|
|
5,028
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
116,970
|
|
|
|
70,599
|
|
Valuation allowance
|
|
|
(114,337
|
)
|
|
|
(69,571
|
)
|
Deferred tax liabilityfixed assets
|
|
|
(2,633
|
)
|
|
|
(1,028
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets, after valuation allowance
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
The Company is tracking the portion of its deferred tax assets attributable to excess stock option
benefits in accordance with ASC 718-740-45,
Other Presentation Matters
, and therefore, these amounts are not included in the Companys deferred tax assets. The deferred tax assets attributable to excess stock option benefits total
$5.2 million at December 31, 2013, and the benefit related thereto will only be recognized when it reduces cash taxes payable.
The Companys deferred tax assets represent an unrecognized future tax benefit. The Company has provided a full valuation allowance on its deferred tax assets as of December 31, 2013, as
management believes it is more likely than not that the related deferred tax asset will not be realized. The net valuation allowance increased by $44.8 million and $30.9 million during the years ended December 31, 2013 and 2012, respectively.
At such time as it is determined that it is more likely than not that the deferred tax assets are realizable, the valuation allowance will be reduced. The reported amount of income tax expense differs from the amount that would result from applying
the domestic federal statutory tax rate to pretax losses primarily because of changes in the valuation allowance.
115
Reconciling items from income tax computed at the statutory federal rate for the years ended
December 31, 2013, 2012 and 2011, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ending
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Federal income tax statutory rate
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
State income taxes, net of federal benefits
|
|
|
4.1
|
|
|
|
4.5
|
|
|
|
6.0
|
|
Revalued common and preferred stock warrants
|
|
|
|
|
|
|
0.9
|
|
|
|
(2.3
|
)
|
Revalued derivative liability
|
|
|
(1.8
|
)
|
|
|
|
|
|
|
|
|
Incentive stock option compensation
|
|
|
(1.6
|
)
|
|
|
(1.9
|
)
|
|
|
(2.4
|
)
|
Research tax credits
|
|
|
1.6
|
|
|
|
|
|
|
|
0.4
|
|
Other
|
|
|
1.9
|
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
Valuation allowance
|
|
|
(38.2
|
)
|
|
|
(37.4
|
)
|
|
|
(35.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uncertain Tax Positions
The Company adopted the provisions of ASC 740,
Income Taxes
, on January 1, 2007. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprises
financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not have any gross unrecognized tax benefits upon adoption of this provision on January 1, 2007.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
|
|
|
|
|
Balance as of December 31, 2010
|
|
$
|
483
|
|
Addition based on tax positions related to current year
|
|
|
94
|
|
Subtractions based on tax positions related to prior year
|
|
|
(142
|
)
|
|
|
|
|
|
Balance as of December 31, 2011
|
|
|
435
|
|
Addition based on tax positions related to current year
|
|
|
89
|
|
Additions based on tax positions related to prior year
|
|
|
95
|
|
|
|
|
|
|
Balance as of December 31, 2012
|
|
|
619
|
|
Addition based on tax positions related to current year
|
|
|
441
|
|
Additions based on tax positions related to prior year
|
|
|
428
|
|
|
|
|
|
|
Balance as of December 31, 2013
|
|
$
|
1,488
|
|
|
|
|
|
|
The Companys policy is to include interest and penalties related to unrecognized tax benefits
within the provision for income taxes. Management has determined that no accrual for interest and penalties was required as of December 31, 2013. The Company does not anticipate the total amounts of unrecognized tax benefits will significantly
increase or decrease in the next twelve months.
The Company is subject to taxation in the U.S., various states and a foreign
jurisdiction. As of December 31, 2013, the Companys tax years 2004 and thereafter remain subject to examination by the tax authorities.
17. EMPLOYEE BENEFIT PLAN
In January 2007, the Company adopted a
401(k) plan for its employees whereby eligible employees may contribute up to 90% of their compensation, on a pretax basis, subject to the maximum amount permitted by the Internal Revenue Code. The Company has not contributed to, nor is it
required to contribute to, the 401(k) plan since its inception.
116
18. SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
The following table provides the selected quarterly financial data for 2013 and 2012 (in thousands, except per share amounts):
SOLAZYME, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
December 31,
2013
|
|
|
September 30,
2013
|
|
|
June 30,
2013
|
|
|
March 31,
2013
|
|
|
December 31,
2012
|
|
|
September 30,
2012
|
|
|
June 30,
2012
|
|
|
March 31,
2012
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development programs
|
|
$
|
5,024
|
|
|
$
|
5,824
|
|
|
$
|
6,260
|
|
|
$
|
2,680
|
|
|
$
|
3,811
|
|
|
$
|
4,810
|
|
|
$
|
9,468
|
|
|
$
|
9,560
|
|
Product revenue
|
|
|
6,250
|
|
|
|
4,797
|
|
|
|
4,915
|
|
|
|
4,000
|
|
|
|
4,613
|
|
|
|
3,773
|
|
|
|
4,077
|
|
|
|
3,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
11,274
|
|
|
|
10,621
|
|
|
|
11,175
|
|
|
|
6,680
|
|
|
|
8,424
|
|
|
|
8,583
|
|
|
|
13,545
|
|
|
|
13,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenue
|
|
|
1,985
|
|
|
|
1,450
|
|
|
|
1,496
|
|
|
|
1,454
|
|
|
|
1,404
|
|
|
|
1,331
|
|
|
|
1,330
|
|
|
|
1,246
|
|
Research and development
|
|
|
20,381
|
|
|
|
17,556
|
|
|
|
14,915
|
|
|
|
13,720
|
|
|
|
16,108
|
|
|
|
16,534
|
|
|
|
18,381
|
|
|
|
15,361
|
|
Sales, general and administrative
|
|
|
16,923
|
|
|
|
15,708
|
|
|
|
15,436
|
|
|
|
14,866
|
|
|
|
15,888
|
|
|
|
13,849
|
|
|
|
13,723
|
|
|
|
14,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and operating expenses
|
|
|
39,289
|
|
|
|
34,714
|
|
|
|
31,847
|
|
|
|
30,040
|
|
|
|
33,400
|
|
|
|
31,714
|
|
|
|
33,434
|
|
|
|
30,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(28,015
|
)
|
|
|
(24,093
|
)
|
|
|
(20,672
|
)
|
|
|
(23,360
|
)
|
|
|
(24,976
|
)
|
|
|
(23,131
|
)
|
|
|
(19,889
|
)
|
|
|
(17,107
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income (expense), net
|
|
|
(1,191
|
)
|
|
|
(1,614
|
)
|
|
|
(1,439
|
)
|
|
|
(1,523
|
)
|
|
|
249
|
|
|
|
626
|
|
|
|
309
|
|
|
|
327
|
|
Loss from equity method investment
|
|
|
(2,696
|
)
|
|
|
(2,360
|
)
|
|
|
(2,222
|
)
|
|
|
(959
|
)
|
|
|
(631
|
)
|
|
|
(683
|
)
|
|
|
(510
|
)
|
|
|
|
|
Gain (loss) from change in fair value of warrant liability
|
|
|
572
|
|
|
|
200
|
|
|
|
(679
|
)
|
|
|
54
|
|
|
|
748
|
|
|
|
685
|
|
|
|
851
|
|
|
|
|
|
Loss from change in fair value of derivative liability
|
|
|
(2,006
|
)
|
|
|
(2,836
|
)
|
|
|
(813
|
)
|
|
|
(737
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
(5,321
|
)
|
|
|
(6,610
|
)
|
|
|
(5,153
|
)
|
|
|
(3,165
|
)
|
|
|
366
|
|
|
|
628
|
|
|
|
650
|
|
|
|
327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(33,336
|
)
|
|
$
|
(30,703
|
)
|
|
$
|
(25,825
|
)
|
|
$
|
(26,525
|
)
|
|
$
|
(24,610
|
)
|
|
$
|
(22,503
|
)
|
|
$
|
(19,239
|
)
|
|
$
|
(16,780
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Solazyme, Inc. common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.49
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.28
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in loss per share computation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
68,453
|
|
|
|
64,812
|
|
|
|
61,958
|
|
|
|
61,543
|
|
|
|
60,873
|
|
|
|
60,678
|
|
|
|
60,378
|
|
|
|
60,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117