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
March 9, 2016
Date
of report (Date of earliest event reported)
SOLAZYME,
INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-35189 |
|
33-1077078 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
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| 225 Gateway Boulevard
South San Francisco, CA 94080 |
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|
94080 |
| (Address of Principal Executive Offices) |
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|
(Zip Code) |
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| (650) 780-4777
(Registrant’s Telephone Number, Including Area Code) |
|
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| 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 March 14, 2016, Solazyme, Inc.
(the “Company”) issued a press release announcing the Company’s financial results for the year ended December 31, 2015 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. |
On March 9, 2016, the board of directors (the “Board”) of Solazyme, Inc. appointed Irene Chang Britt as a director of the
Company.
Ms. Chang Britt served as President, Pepperidge Farm, a subsidiary of Campbell Soup Company (“Campbell”), from
August 2012 to February 2015 and also held the position of Senior Vice President, Global Baking and Snacking for Campbell from March 2012 to February 2015. Ms. Chang Britt joined Campbell in 2005 and held a series of leadership positions with
Campbell including Senior Vice President and Chief Strategy Officer and President, North America Foodservice. Ms. Chang Britt is a director of Dunkin’ Brands Group, Inc. and a director of Tailored Brands, Inc., and formerly served on the
board of directors of Sunoco, Inc. Ms. Chang Britt brings to the Board a deep knowledge of the consumer packaged goods category, and extensive executive experience.
Ms. Chang Britt has not been appointed to any committees of the Board at this time; however, the Company expects that she will be
appointed to one or more Board committees in the future. Ms. Chang Britt has entered into the Company’s standard form of indemnity agreement and will receive director compensation consistent with the Company’s current
compensation arrangements for non-employee members of the Board, including an option to acquire 80,000 shares of Company common stock and a prorated portion of the 2015 annual grant to non-employee directors (prorated to June 1, 2016), each
with an exercise price equal to the fair market value of Company common stock on the date of grant.
On March 10, 2016, Jonathan S.
Wolfson, the Company’s Chief Executive Officer notified the Board that he intended to transition out of his position as Chief Executive Officer. In connection with this notification, the Board has commenced a search for a new Chief Executive
Officer. Mr. Wolfson was thereafter appointed Chairman of the Board and is expected to remain as Chief Executive Officer while the search is underway. He is currently expected to assume the full-time role of Executive Chairman effective
upon the placement of the new Chief Executive Officer and will cease to be the Company’s Chief Executive Officer at that time.
| Item 9.01. |
Financial Statements and Exhibits. |
The following exhibit is furnished herewith:
|
|
|
| Exhibit
Number |
|
Description |
|
|
| 99.1 |
|
Press release, dated March 14, 2016, entitled “Solazyme Reports Fourth Quarter and Full Year 2015 Results”. |
The information contained in Items 2.02 and 9.01 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 this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, 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: March 14, 2016 |
|
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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 March 14, 2016, entitled “Solazyme Reports Fourth Quarter and Full Year 2015 Results” |
Exhibit 99.1
TerraVia (Solazyme) Reports Fourth Quarter and Full Year 2015 Results
New 5-year Supply Agreement with Unilever Aligns with Company’s Transition to
Food, Nutrition and Specialty Ingredients
South San Francisco, CA – March 14, 2016 – Solazyme, Inc. (NASDAQ: SZYM), now known as TerraVia™, a pioneer in algae
innovation and a food, nutrition and specialty ingredients company, announced today results for the fourth quarter and full year ended December 31, 2015.
“As announced last week, we are moving forward with a refined focus on our food, nutrition and specialty ingredients portfolio, and we are actively
transitioning to the TerraVia™ banner,” said Jonathan Wolfson, CEO of TerraVia™. “Today’s important announcement with Unilever, in conjunction with the recent expansion of our joint venture with Bunge into sustainable and
healthier foods, shows that the two companies who know us best are reaffirming and expanding their commitments with us, representing further validation of our products, manufacturing capabilities, cost structure and sustainability profile. In an era
when most of the innovation taking place in food is in the reformulation, repackaging, and marketing of existing products and ingredients, we are different in that we have built and offer true innovation with new, and unique ingredients based on
algae, the mother of all plants, and earth’s original superfood. As TerraVia™, we are today uniquely positioned to bring algae into the mainstream in food, nutrition and specialty ingredients.”
Solazyme announced separately today that it has signed a definitive multi-year global supply agreement with Unilever. The five-year, multi-oil supply
agreement provides for Unilever to purchase renewable algae oils for use in personal care products and is expected to represent total revenue of more than $200 million over the term of the agreement. The agreement follows last week’s
announcement that Solazyme is refining its business to focus on food, nutrition and specialty ingredients, harnessing the power of its transformational algae innovation platform. Solazyme has been renamed “TerraVia” to reflect this focus
and the journey to improve the lives of people and the planet.
“We have streamlined our cost structure, strengthened our capital position, and are
in a good position to commercialize our offerings in 2016 and beyond,” said Tyler Painter, COO and CFO of TerraVia™. “We move forward as TerraVia™ with an improved financial profile, and we believe our refined focus positions us
to deliver enhanced performance and profitability longer term.”
Financial Results
Total revenue for the fourth quarter of 2015 was $10.4 million compared with $14.5 million in the fourth quarter of 2014. GAAP net loss was $34.7 million for
the fourth quarter of 2015, compared to net loss of $44.9 million in the prior year period. On a non-GAAP basis, the net loss was $26.1 million for the fourth quarter of 2015, compared with net loss of $35.5 million in the prior year quarter. A
reconciliation of GAAP to non-GAAP results is included below.
Total revenue for 2015 was $46.1 million compared with $60.4 million in the prior year. The year over year
decline in revenues was due to expected decreases in funded program revenue and lower product sales primarily for certain industrial applications as the Company strategically narrowed its focus on higher value product sales. Full year 2015 GAAP net
loss was $141.4 million, compared with a $162.1 million loss in the prior year. On a non-GAAP basis, the net loss was $118.3 million for 2015, compared with $133.4 million in 2014.
Conference Call
Solazyme will hold a conference call for
investors on March 14, 2016 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 60294557 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
TerraVia™
TerraVia™ (formerly Solazyme®), is a next generation food, nutrition and
specialty ingredients company that harnesses the power of algae, the mother of all plants and earth’s original superfood. With a portfolio of breakthrough ingredients and manufacturing, the Company is well positioned to help meet the growing
need of consumer packaged goods and established and emerging food manufacturers to improve the nutritional profile of foods without sacrificing taste, and to develop select consumer brands. The Company also manufactures a range of specialty personal
care ingredients for key strategic partners. Headquartered in South San Francisco, the Company’s mission is to create products that are truly better for people and better for the planet. For additional information, please visit TerraVia’s
website at www.terravia.com.
Solazyme®, TerraVia™, 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 measure defined as a “non-GAAP financial measure” 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 measure, 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 these 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, restructuring charges or special expenses such as non-cash gains or losses related to derivative liabilities and warrant revaluations. In addition to the corresponding GAAP measure, Solazyme’s management also
uses the foregoing non-GAAP measures 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 strategic, product, commercialization and production plans; its transition of corporate identity; meeting commercialization and technology targets; aggregate value of future
revenue; the timing and ramp-up of sales; successful product trials and market acceptance and adoption of its products; its ability to close its strategic financing; 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 manufacturing and commercializing products; its ability to successfully transition its corporate identity; production management risks; implementation risk in deploying new technologies; its limited experience in constructing,
ramping up and operating commercial manufacturing facilities; its ability to successfully develop and commercialize products; its ability to sell its products at a profit; delays related to ramp-up and optimization of production facilities;
availability of consistent, reliable power and steam; its ability to manage costs; its ability to enter into and maintain strategic collaborations; successful product trials by its customers and market acceptance and adoption 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 and Annual Report on Form 10-K, 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
Corporate Communications:
Genet Garamendi
info@terravia.com
press@solazyme.com
Or
Jeff Majtyka
JM Strategic Communications Group
646-776-0886
jeff@jmscgroup.com
SOLAZYME, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands, except per share amounts
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| |
|
Three Months Ended
December 31, |
|
|
Year Ended
December 31, |
|
| |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| Revenues |
|
|
|
|
|
|
|
|
| Product revenues |
|
$ |
7,039 |
|
|
$ |
9,353 |
|
|
$ |
33,300 |
|
|
$ |
37,346 |
|
| Research and development programs |
|
|
3,348 |
|
|
|
5,149 |
|
|
|
12,831 |
|
|
|
23,045 |
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|
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|
|
|
|
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|
|
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|
|
|
|
|
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| Total revenues |
|
|
10,387 |
|
|
|
14,502 |
|
|
|
46,131 |
|
|
|
60,391 |
|
|
|
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|
|
| Costs and operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
| Cost of product revenue |
|
|
4,578 |
|
|
|
6,154 |
|
|
|
18,179 |
|
|
|
20,612 |
|
| Research and development |
|
|
9,586 |
|
|
|
18,210 |
|
|
|
48,094 |
|
|
|
81,680 |
|
| Sales, general and administrative |
|
|
18,888 |
|
|
|
22,139 |
|
|
|
80,733 |
|
|
|
90,266 |
|
| Restructuring charges |
|
|
4,581 |
|
|
|
3,514 |
|
|
|
4,953 |
|
|
|
3,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total costs and operating expenses |
|
|
37,633 |
|
|
|
50,017 |
|
|
|
151,959 |
|
|
|
196,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
|
(27,246 |
) |
|
|
(35,515 |
) |
|
|
(105,828 |
) |
|
|
(135,681 |
) |
|
|
|
|
|
| Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest and other income (expense), net |
|
|
(3,323 |
) |
|
|
(3,205 |
) |
|
|
(13,231 |
) |
|
|
(12,167 |
) |
| Loss from equity method investments |
|
|
(4,098 |
) |
|
|
(7,724 |
) |
|
|
(22,389 |
) |
|
|
(23,037 |
) |
| Gain from change in fair value of warrant liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
688 |
|
| Gain (loss) from change in fair value of derivative liabilities |
|
|
(26 |
) |
|
|
1,578 |
|
|
|
1 |
|
|
|
8,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other income (expense), net |
|
|
(7,447 |
) |
|
|
(9,351 |
) |
|
|
(35,619 |
) |
|
|
(26,460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Net loss |
|
$ |
(34,693 |
) |
|
$ |
(44,866 |
) |
|
$ |
(141,447 |
) |
|
$ |
(162,141 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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| Net loss per share - basic and diluted |
|
$ |
(0.43 |
) |
|
$ |
(0.57 |
) |
|
$ |
(1.76 |
) |
|
$ |
(2.14 |
) |
|
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|
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| Weighted average number of common shares used in net loss per share computation - basic and diluted |
|
|
80,600 |
|
|
|
79,330 |
|
|
|
80,165 |
|
|
|
75,879 |
|
SOLAZYME, INC.
RECONCILIATION OF GAAP TO NON-GAAP NET LOSS AND NET LOSS PER SHARE
In thousands, except per share amounts
(UNAUDITED)
|
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| |
|
Three Months Ended
December 31, |
|
|
Year Ended
December 31, |
|
| |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| GAAP Net loss |
|
$ |
(34,693 |
) |
|
$ |
(44,866 |
) |
|
$ |
(141,447 |
) |
|
$ |
(162,141 |
) |
| Gain from change in fair value of warrant liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(688 |
) |
| (Gain) loss from change in fair value of derivative liabilities |
|
|
26 |
|
|
|
(1,578 |
) |
|
|
(1 |
) |
|
|
(8,056 |
) |
| Operating expenses includes costs as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research and development |
|
|
967 |
|
|
|
1,736 |
|
|
|
4,562 |
|
|
|
7,407 |
|
| Sales, general and administrative |
|
|
2,405 |
|
|
|
5,120 |
|
|
|
11,122 |
|
|
|
18,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total stock-based compensation expense |
|
|
3,372 |
|
|
|
6,856 |
|
|
|
15,684 |
|
|
|
25,549 |
|
| Litigation settlement, net of insurance reimbursement |
|
|
— |
|
|
|
(8 |
) |
|
|
— |
|
|
|
4,499 |
|
| Restructuring charges |
|
|
4,581 |
|
|
|
3,514 |
|
|
|
4,953 |
|
|
|
3,514 |
|
| Other income (expense) includes costs as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of debt discount and issuance costs |
|
|
654 |
|
|
|
612 |
|
|
|
2,554 |
|
|
|
2,206 |
|
| Debt conversion expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP Net loss |
|
$ |
(26,060 |
) |
|
$ |
(35,470 |
) |
|
$ |
(118,257 |
) |
|
$ |
(133,351 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GAAP Net loss per share - basic and diluted |
|
$ |
(0.43 |
) |
|
$ |
(0.57 |
) |
|
$ |
(1.76 |
) |
|
$ |
(2.14 |
) |
| Gain from change in fair value of warrant liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.01 |
) |
| (Gain) loss from change in fair value of derivative liabilities |
|
|
— |
|
|
|
(0.02 |
) |
|
|
— |
|
|
|
(0.11 |
) |
| Stock-based compensation expense |
|
|
0.04 |
|
|
|
0.09 |
|
|
|
0.19 |
|
|
|
0.34 |
|
| Litigation settlement, net of insurance reimbursement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.06 |
|
| Restructuring charges |
|
|
0.06 |
|
|
|
0.04 |
|
|
|
0.06 |
|
|
|
0.05 |
|
| Amortization of debt discount and issuance costs |
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.03 |
|
|
|
0.03 |
|
| Debt conversion expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP Net loss per share - basic and diluted |
|
$ |
(0.32 |
) |
|
$ |
(0.45 |
) |
|
$ |
(1.48 |
) |
|
$ |
(1.76 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SOLAZYME, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands
(UNAUDITED)
|
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2015 |
|
|
2014 |
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
| Current assets |
|
|
|
|
|
|
|
|
| Cash, cash equivalents and marketable securities |
|
$ |
97,975 |
|
|
$ |
207,308 |
|
| Other current assets |
|
|
20,969 |
|
|
|
26,619 |
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
118,944 |
|
|
|
233,927 |
|
| Property, plant and equipment - net |
|
|
26,344 |
|
|
|
36,080 |
|
| Investment in Solazyme Bunge JV |
|
|
35,910 |
|
|
|
40,934 |
|
| Other assets |
|
|
1,225 |
|
|
|
1,648 |
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
$ |
182,423 |
|
|
$ |
312,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Current portion of long-term debt |
|
$ |
— |
|
|
$ |
6 |
|
| Other current liabilities |
|
|
25,330 |
|
|
|
23,448 |
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
25,330 |
|
|
|
23,454 |
|
| Other liabilities |
|
|
1,102 |
|
|
|
2,668 |
|
| Long-term debt |
|
|
202,466 |
|
|
|
200,091 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
228,898 |
|
|
|
226,213 |
|
|
|
|
|
|
|
|
|
|
| Total stockholders’ (deficit) equity |
|
|
(46,475 |
) |
|
|
86,376 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and stockholders’ (deficit) equity |
|
$ |
182,423 |
|
|
$ |
312,589 |
|
|
|
|
|
|
|
|
|
|