UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 25, 2015
Date of report (Date of earliest event reported)
SOLAZYME,
INC.
(Exact name of registrant as specified in its charter)
|
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| Delaware |
|
001-35189 |
|
33-1077078 |
| (State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
|
|
|
| 225 Gateway Boulevard
South San Francisco, CA 94080 |
|
|
|
94080 |
| (Address of Principal Executive Offices) |
|
|
|
(Zip Code) |
(650) 780-4777
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2 below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. |
Results of Operations and Financial Condition. |
On February 26, 2015, Solazyme,
Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and year ended December 31, 2014 and certain corporate highlights. A copy of this press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (b) |
Departure of Directors or Certain Officers. |
On February 25, 2015, Peter Kovacs, a
director of the Company, notified the Company that he will not stand for re-election at the Company’s next annual meeting of stockholders. Mr. Kovacs will continue to serve as a director until such meeting. His decision not to stand for
re-election to the Board of Directors is solely for personal reasons and time considerations and did not involve any disagreement with the Company, the Company’s management or the Board of Directors.
| Item 9.01. |
Financial Statements and Exhibits. |
The following exhibit is furnished herewith:
|
|
|
Exhibit
Number |
|
Description |
|
|
| 99.1 |
|
Press release, dated February 26, 2015, entitled “Solazyme Reports Fourth Quarter and Full Year 2014 Results”. |
The information contained in Items 2.02 and 9.01 herein and in the accompanying exhibit shall not be
incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The
information in Items 2.02 and 9.01 of his report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that section.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SOLAZYME, INC. |
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|
| Date: February 26, 2015 |
|
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|
By: |
|
/s/ Tyler W. Painter |
|
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|
Tyler W. Painter |
|
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|
Chief Operating Officer and Chief Financial Officer |
EXHIBIT INDEX
|
|
|
Exhibit
Number |
|
Description |
|
|
| 99.1 |
|
Press release, dated February 26, 2015, entitled “Solazyme Reports Fourth Quarter and Full Year 2014 Results” |
Exhibit 99.1
Solazyme Reports Fourth Quarter and Full Year 2014 Results
Continued progress at Solazyme Bunge Renewable Oils plant
South San Francisco, CA – February 26, 2015 – Solazyme, Inc. (NASDAQ: SZYM), a renewable oil and bioproducts company, announced today
results for the fourth quarter and full year ended December 31, 2014.
“Although 2014 was a challenging year, we made great strides against our
commercialization and production goals, including launching Encapso™ and our AlgaVia™ microalgae food ingredients, and starting up operations at our Clinton/Galva and SB Oils Moema facilities,” said Jonathan Wolfson, CEO of Solazyme.
“We ended 2014 by demonstrating fully integrated operations at Moema and are confident that we will turn the corner to consistent and reliable operations as well. We have great technology, products and partners and though there is hard work in
front of us we are excited about our opportunities and the year ahead.”
Financial Results
Total revenue for the fourth quarter of 2014 was $14.5 million compared with $11.3 million in the fourth quarter of 2013, an increase of 29%. Fourth quarter
GAAP net loss was $44.9 million compared to a net loss of $33.3 million in the prior year period. On a non-GAAP basis, the net loss was $35.5 million for the fourth quarter of 2014 compared to a net loss of $27.4 million in the prior year quarter. A
reconciliation of GAAP to non-GAAP results is included below.
Total revenue for the year ended December 31, 2014 was $60.4 million compared with
$39.8 million in the prior year, an increase of 52%, with the product revenue component of that up 87% versus the prior year. Full year 2014 GAAP net loss was $162.1 million, compared with $116.4 million loss in the prior year. On a non-GAAP basis,
the net loss was $133.4 million for 2014, compared with $88.6 million in 2013.
“Solazyme’s 2014 revenue growth reflects the continued expansion
of our Algenist® product line, shipments from Clinton/Galva and Peoria of Encapso™ and AlgaVia™ branded products, as well as delivery against all of our joint development milestones
for our partners,” said Tyler Painter, COO and CFO of Solazyme. “We are focused on maximizing the returns on our capacity investments and driving efficiencies across our operations. We are well positioned financially to accelerate the
commercialization of our products in 2015.”
Business Review
| |
• |
|
Moema: In December, we demonstrated the ability to operate on a fully integrated basis at Moema, achieving a major technical milestone for the company by demonstrating integrated operations from input sugar to
crude oil. Our goal at Moema in 2015 is to reach consistent fully integrated operations and ramp production volumes. |
| |
• |
|
Clinton/Galva: We began commercial production in Clinton and Galva and successfully produced five unique products during the course of the year. |
| |
• |
|
Encapso™: Solazyme introduced Encapso™, the world’s first commercially-available, biodegradable encapsulated oil for use as a lubricant in drilling fluids. Commercial rig results have confirmed
that Encapso™ delivered operational improvements such as reductions in torque, increases in drilling speed, and reductions in non-productive time during use in 37 commercial wells. |
| |
• |
|
AlgaVia™: In 2014, we launched our microalgae food ingredients business under the AlgaVia™ brand name. The lipid and protein powders, as well as our high oleic algae oil, are Generally Recognized as
Safe (GRAS) in the US and have received “No Questions” letters from the FDA. |
| |
• |
|
Partner Developments: In 2014, we made our first deliveries under a 10k MT supply agreement and extended our Joint Development Agreement (JDA) with Unilever; expanded our JDA and established key terms for a five
year supply agreement targeting up to 10k MT/year with AkzoNobel; partnered with Versalis to commercialize Encapso™; and met all JDA targets with Mitsui. |
Conference Call
Solazyme will hold a conference call for
investors on February 26, 2015 at 1:30 p.m. PT (4:30 p.m. ET). Investors may access the call by dialing 973-409-9250. A live webcast of the call will be available from the Investor Relations section of www.solazyme.com. A recording of the call
will also be available by calling 404-537-3406; access code 82746845 beginning approximately two hours after the call, and will be available for one week. A webcast replay from today’s call will also be available from the Investor Relations
section of www.solazyme.com approximately two hours after the call and will be available for up to thirty days.
About Solazyme, Inc.
Solazyme, Inc. (Nasdaq:SZYM) is the leading microalgae innovator that delivers first-of-a-kind, high-performance oils and ingredients that are better for
people and better for the planet. Starting with microalgae, the world’s original oil producer, Solazyme creates new, sustainable, high-performance products. These include renewable oils and ingredients that serve as the foundation for healthier
foods; better home, personal care and industrial products; and more sustainable fuels. Headquartered in South San Francisco, Solazyme’s mission is to solve some of the world’s biggest problems with one of its smallest and most ancient life
forms: microalgae.Solazyme®, AlgaVia™, Encapso™, the Solazyme logo and other trademarks or service names are the trademarks of Solazyme, Inc.
Non-GAAP Financial Measures
This press release includes
the following financial measures defined as a “non-GAAP financial measures” by the Securities and Exchange Commission: non-GAAP net loss and non-GAAP net
loss per share. These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any
comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles. For a
reconciliation of these non-GAAP financial measures to the nearest comparable GAAP measures, see “Reconciliation of GAAP to Non-GAAP Net Loss and Net Loss Per Share” included in the tables to this press release.
These non-GAAP measures are provided to enhance investors’ overall understanding of Solazyme’s current financial performance and Solazyme’s
prospects for the future. Specifically, Solazyme believes non-GAAP measures provide useful information to both management and investors by excluding certain expenses that may not be indicative of its core operating results and business outlook.
For its internal budgeting process, Solazyme’s management uses financial measures that do not include stock-based compensation expense or special
expenses such as non-cash gains or losses due to warrant revaluations. In addition to the corresponding GAAP measures, Solazyme’s management also uses the foregoing non-GAAP measure in reviewing the financial results of Solazyme. Solazyme
excludes stock-based compensation expenses and special non-cash charges from its non-GAAP measures primarily because they are non-cash expenses that management does not believe are reflective of ongoing operating results.
Forward Looking Statements
This press release contains
certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Solazyme, including statements that involve risks and uncertainties concerning: its commercialization and production plans; the
commissioning of equipment and the ramping up and optimization of facilities; meeting commercialization and technology targets; successful product trials and market acceptance of its products; and Solazyme’s ability to maintain its
relationships with its partners. When used in this press release, the words “will”, “expects”, “intends” and other similar expressions and any other statements that are not historical facts are intended to identify
those assertions as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Solazyme, that could
cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this press release due to a number of risks and uncertainties. Potential risks and uncertainties include, among others:
Solazyme’s limited operating history; its limited history in commercializing products; implementation risk in deploying new technologies; its limited experience in constructing, ramping up, optimizing and operating commercial manufacturing
facilities; its ability to sell its products at a profit; delays related to construction, start-up, ramp-up and optimization of production facilities; its ability to manage costs, including operational costs at production facilities; its ability to
enter into and maintain strategic collaborations; successful product trials by its customers and market acceptance of its products by end-users; its ability to obtain requisite regulatory approvals; and its access, on favorable terms, to any
required financing. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial
condition of Solazyme.
In addition, please refer to the documents that Solazyme, Inc. files with the Securities and Exchange Commission,
including its Quarterly Reports on Form 10-Q, as updated from time to time, for a discussion of these and other risks. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press
release. Solazyme is not under any duty to update any of the information in this press release.
Contacts
Solazyme, Inc.
Corporate Communications:
Genet Garamendi
press@solazyme.com
Or
Mike Smargiassi
Brad Edwards
Brainerd Communicators, Inc.
212-986-6667
smarg@braincomm.com
edwards@braincomm.com
SOLAZYME, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands, except per share amounts
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
December 31, |
|
|
Twelve Months Ended
December 31, |
|
| |
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
| Revenues |
|
|
|
|
|
|
|
|
| Product revenues |
|
$ |
9,353 |
|
|
$ |
6,250 |
|
|
$ |
37,346 |
|
|
$ |
19,962 |
|
| Research and development programs |
|
|
5,149 |
|
|
|
5,024 |
|
|
|
23,045 |
|
|
|
19,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total revenues |
|
|
14,502 |
|
|
|
11,274 |
|
|
|
60,391 |
|
|
|
39,750 |
|
| Costs and operating expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of product revenue |
|
|
6,154 |
|
|
|
1,985 |
|
|
|
20,612 |
|
|
|
6,385 |
|
| Research and development |
|
|
18,210 |
|
|
|
20,381 |
|
|
|
81,680 |
|
|
|
66,572 |
|
| Sales, general and administrative |
|
|
22,139 |
|
|
|
16,923 |
|
|
|
90,266 |
|
|
|
62,933 |
|
| Restructuring charges |
|
|
3,514 |
|
|
|
— |
|
|
|
3,514 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total costs and operating expenses |
|
|
50,017 |
|
|
|
39,289 |
|
|
|
196,072 |
|
|
|
135,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
|
(35,515 |
) |
|
|
(28,015 |
) |
|
|
(135,681 |
) |
|
|
(96,140 |
) |
|
|
|
|
|
| Other income (expense) (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest and other income (expense), net |
|
|
(3,205 |
) |
|
|
(1,191 |
) |
|
|
(12,167 |
) |
|
|
(5,767 |
) |
| Loss from equity method investments |
|
|
(7,724 |
) |
|
|
(2,696 |
) |
|
|
(23,037 |
) |
|
|
(8,237 |
) |
| Gain from change in fair value of warrant liability |
|
|
— |
|
|
|
572 |
|
|
|
688 |
|
|
|
147 |
|
| Gain (loss) from change in fair value of derivative liabilities |
|
|
1,578 |
|
|
|
(2,006 |
) |
|
|
8,056 |
|
|
|
(6,392 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other income (expense) |
|
|
(9,351 |
) |
|
|
(5,321 |
) |
|
|
(26,460 |
) |
|
|
(20,249 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(44,866 |
) |
|
$ |
(33,336 |
) |
|
$ |
(162,141 |
) |
|
$ |
(116,389 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss per share – basic and diluted |
|
$ |
(0.57 |
) |
|
$ |
(0.49 |
) |
|
$ |
(2.14 |
) |
|
$ |
(1.81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of common shares used in net loss per share computation – basic and diluted |
|
|
79,330 |
|
|
|
68,453 |
|
|
|
75,879 |
|
|
|
64,212 |
|
SOLAZYME, INC.
RECONCILIATION OF GAAP TO NON-GAAP NET LOSS AND NET LOSS PER SHARE
In thousands, except per share amounts
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
December 31, |
|
|
Twelve Months Ended
December 31, |
|
| |
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
| Net loss |
|
$ |
(44,866 |
) |
|
$ |
(33,336 |
) |
|
$ |
(162,141 |
) |
|
$ |
(116,389 |
) |
|
|
|
|
|
| Gain from change in fair value of warrant liability |
|
|
— |
|
|
|
(572 |
) |
|
|
(688 |
) |
|
|
(147 |
) |
|
|
|
|
|
| (Gain) loss from change in fair value of derivative liabilities |
|
|
(1,578 |
) |
|
|
2,006 |
|
|
|
(8,056 |
) |
|
|
6,392 |
|
|
|
|
|
|
| (1) Operating expenses includes costs as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research and development |
|
|
1,736 |
|
|
|
1,806 |
|
|
|
7,407 |
|
|
|
5,917 |
|
|
|
|
|
|
| Sales, general and administrative |
|
|
5,120 |
|
|
|
2,395 |
|
|
|
18,142 |
|
|
|
12,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total stock-based compensation expense |
|
|
6,856 |
|
|
|
4,201 |
|
|
|
25,549 |
|
|
|
18,653 |
|
|
|
|
|
|
| Litigation settlement, net of insurance reimbursement |
|
|
(8 |
) |
|
|
— |
|
|
|
4,499 |
|
|
|
— |
|
|
|
|
|
|
| Restructuring charges |
|
|
3,514 |
|
|
|
— |
|
|
|
3,514 |
|
|
|
— |
|
|
|
|
|
|
| (2) Other income (expense) includes costs as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of debt discount and issuance costs |
|
|
612 |
|
|
|
281 |
|
|
|
2,206 |
|
|
|
1,529 |
|
|
|
|
|
|
| Debt conversion expense |
|
|
— |
|
|
|
— |
|
|
|
1,766 |
|
|
|
— |
|
|
|
|
|
|
| Dissolution of the Solazyme Roquette JV |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss (non-GAAP) |
|
$ |
(35,470 |
) |
|
$ |
(27,420 |
) |
|
$ |
(133,351 |
) |
|
$ |
(88,556 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss per share (GAAP) – basic and diluted |
|
$ |
(0.57 |
) |
|
$ |
(0.49 |
) |
|
$ |
(2.14 |
) |
|
$ |
(1.81 |
) |
|
|
|
|
|
| Gain from change in fair value of warrant liability |
|
|
— |
|
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
— |
|
|
|
|
|
|
| (Gain) loss from change in fair value of derivative liabilities |
|
|
(0.02 |
) |
|
|
0.03 |
|
|
|
(0.11 |
) |
|
|
0.10 |
|
|
|
|
|
|
| Stock-based compensation expense |
|
|
0.09 |
|
|
|
0.07 |
|
|
|
0.34 |
|
|
|
0.29 |
|
|
|
|
|
|
| Litigation settlement, net of insurance reimbursement |
|
|
— |
|
|
|
— |
|
|
|
0.06 |
|
|
|
— |
|
|
|
|
|
|
| Restructuring charges |
|
|
0.04 |
|
|
|
— |
|
|
|
0.05 |
|
|
|
— |
|
|
|
|
|
|
| Amortization of debt discount and issuance costs |
|
|
0.01 |
|
|
|
— |
|
|
|
0.03 |
|
|
|
0.02
|
|
|
|
|
|
|
| Debt conversion expense |
|
|
— |
|
|
|
— |
|
|
|
0.02 |
|
|
|
— |
|
|
|
|
|
|
| Dissolution of the Solazyme Roquette JV |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss per share (non-GAAP) – basic and diluted |
|
$ |
(0.45 |
) |
|
$ |
(0.40 |
) |
|
$ |
(1.76 |
) |
|
$ |
(1.38 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SOLAZYME, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands
(UNAUDITED)
|
|
|
|
|
|
|
|
|
| |
|
December 31,
2014 |
|
|
December 31,
2013 |
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
| Current assets |
|
|
|
|
|
|
|
|
| Cash, cash equivalents and marketable securities |
|
$ |
207,308 |
|
|
$ |
167,521 |
|
| Other current assets |
|
|
26,619 |
|
|
|
24,296 |
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
233,927 |
|
|
|
191,817 |
|
| Property, plant and equipment – net |
|
|
36,080 |
|
|
|
40,089 |
|
| Other assets |
|
|
42,582 |
|
|
|
26,799 |
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
$ |
312,589 |
|
|
$ |
258,705 |
|
|
|
|
|
|
|
|
|
|
| Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Current portion of long-term debt |
|
$ |
6 |
|
|
$ |
65 |
|
| Other current liabilities |
|
|
23,448 |
|
|
|
25,229 |
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
23,454 |
|
|
|
25,294 |
|
| Other liabilities |
|
|
2,668 |
|
|
|
1,006 |
|
| Long-term debt |
|
|
200,091 |
|
|
|
93,457 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
226,213 |
|
|
|
119,757 |
|
|
|
|
|
|
|
|
|
|
| Total stockholders’ equity |
|
|
86,376 |
|
|
|
138,948 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and stockholders’ equity |
|
$ |
312,589 |
|
|
$ |
258,705 |
|
|
|
|
|
|
|
|
|
|