UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2017
BIOAMBER INC.
(Exact name of registrant as specified in charter)
Delaware |
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001-35905 |
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98-0601045 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1250 Rene Levesque West, Suite 4310 Montreal, Quebec, Canada H3B 4W8 |
(Address of principal executive office)
Registrant’s telephone number, including area code (514) 844-8000
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 obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 2.02Results of Operations and Financial Condition
On November 7, 2017, BioAmber Inc. issued a press release announcing its preliminary financial results for the three months ended September 30, 2017. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any of them be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
99.1 |
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.
Date: November 8, 2017 |
BIOAMBER INC.
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By: |
/s/ Richard P. Eno |
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Chief Executive Officer |
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Exhibit 99.1
BioAmber Announces Third Quarter 2017 Financial Results
Montreal, Canada, November 7th, 2017. BioAmber Inc. (NYSE: BIOA, TSX: BIOA) – a leader in renewable materials today announced operational and financial results for the three months ended September 30, 2017.
Highlights:
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Sales of bio-succinic acid were $3.3m, compared to $3.7m in Q3 2016. Nine months sales ended September 30, 2017 were $9.5m compared to nine month sales ended September 30, 2016 of $7.6m. An increase of 25% year over year. |
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On August 1, 2017, BioAmber entered into a definitive agreement to buy back Mitsui & Co., Ltd.’s entire minority equity stake in the Sarnia manufacturing joint venture. BioAmber now owns 100% of the BioAmber Sarnia production facility. |
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On August 11, 2017, BioAmber closed an $11 million offering of stock and warrants. |
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On September 14, 2017, BioAmber announced the appointment of Mr. Richard Eno, as its new Chief Executive Officer. |
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BioAmber has agreed to extend the pre-commercialization period with CJCJ through to the end of 2017. |
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As of October 12, 2017, BioAmber celebrated an outstanding Safety Milestone of 5 years without a Lost Time industrial accident. This translates to over 1,800 days without an injury. |
“I am excited to join BioAmber at this stage of development. Our technology is proven, we have identified numerous opportunities to drive down our variable costs, and our customer base and application pattern continues to expand,” stated Richard Eno, BioAmber’s Chief Executive Officer. “I look forward to leading the company as we grow our sales from Sarnia creating a foundation for long term profitable growth.”
Q3 2017 Financial Results
Revenues for the quarter ended September 30, 2017 were $3.3 million, a decrease of 10% over the same quarter last year, mainly driven by a decrease in succinic acid volume, slightly offset by an increase in average selling price.
Cost of goods sold increased from $5 million to $6 million for the three months ended September 30, 2017 compared to the three months ended September 30, 2016, driven primarily by an increase in production volume and an increase in royalties.
General and administrative expenses increased by $0.6 million to $2.3 million for the three months ended September 30, 2017, as compared to $1.8 million for the three months ended September 30, 2016. This is mainly due to recruiting fees associated with the hiring of a new CEO and an increase in legal fees. Excluding these and other non-recurring charges, general and administrative expenses were flat compared to last year.
Research and development expenses decreased by $0.6 million to $1.2 million for the three months ended September 30, 2017, as compared to $1.8 million for the three months ended September 30, 2016, primarily attributable to a reduction in the R&D efforts required to support the Sarnia facility.
Financial charges (income), net decreased to an income of $0.9 million for the three months ended September 30, 2017 as compared to a charge of $3.2 million for the three months ended September 30, 2016. This variation of $4.1 million is mainly due to the non-cash mark-to-market adjustment change of $3.5 million on all outstanding warrants. It is also attributable to a decrease in interest and end of term charges on long-term debt due to the full repayment of the Bridging Loan in January 2017. This decrease is partially offset by the issuance costs associated with the January 2017 and the August 2017 Warrants classified as liabilities.
The Company recorded a net loss attributable to BioAmber Inc. shareholders of $7.0 million, or a loss of $0.16 per share, for the quarter ended September 30, 2017, compared to a net loss of $6.2 million, or a loss of $0.21 per share, for the same period last year.
The Adjusted Net Loss Attributable to BioAmber Inc. Shareholders for the quarter ended September 30, 2017 was $9.4 million, or a loss of $0.21 per share, compared to an Adjusted Net Loss Attributable to BioAmber Inc. Shareholders of $7.4 million, or a loss of $0.26 per share, for the three months ended September 30, 2016. Adjusted Net Loss Attributable to BioAmber Inc. Shareholders is a non-GAAP financial metric that excludes the impact of the change in fair value of the IPO, Legacy, January 207 and August 2017 Warrants and grant revenue.
Please refer to Annex A: "Non-GAAP Financial Information—Adjusted Net Loss Attributable to BioAmber Inc. Shareholders" for more information regarding this non-GAAP financial metric.
About BioAmber
BioAmber (NYSE: BIOA, TSX: BIOA) is a renewable materials company. Its innovative technology platform combines biotechnology and catalysis to convert renewable feedstock into building block materials that are used in a wide variety of everyday products including plastics, paints, textiles, food additives and personal care products. For more information visit www.bio-amber.com
Forward-Looking Statements
This press release contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the events and circumstances reflected in the forward-looking statements will be achieved or occur and the timing of events and circumstances and actual results could differ materially from those projected in the forward- looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For additional disclosure regarding these and other risks faced by BioAmber, see disclosures contained in BioAmber's public filings with the SEC, including the "Risk Factors" section of BioAmber's Annual Report on Form 10-K and the most recent quarterly report on Form 10-Q.
BioAmber Investor Contact
Roy McDowall
Sr. VP Business Development
Tel (514) 844 8000 ext 260
roy.mcdowall@bio-amber.com
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Consolidated Statements of Operations |
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(unaudited, in thousands, except for per share data) |
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Three Months Ended September 30, |
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2017 |
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2016 |
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$ |
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$ |
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Product sales |
3,301 |
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3,661 |
Cost of goods sold excluding depreciation and amortization |
5,980 |
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5,035 |
Operating expenses |
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General and administrative |
2,321 |
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1,767 |
Research and development, net |
1,187 |
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1,773 |
Sales and marketing |
458 |
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479 |
Depreciation of property and equipment and amortization of intangible assets |
1,328 |
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1,208 |
Foreign exchange loss (gain) |
103 |
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(29) |
Operating expenses |
5,397 |
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5,198 |
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Operating loss |
(8,076) |
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(6,572) |
Amortization of debt discounts |
702 |
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1,038 |
Financial charges (income), net |
(924) |
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3,190 |
Grant income |
— |
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(4,047) |
Other income, net |
— |
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(34) |
Loss before income taxes |
(7,854) |
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(6,719) |
Income taxes |
(21) |
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— |
Net loss |
(7,833) |
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(6,719) |
Net loss attributable to: |
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BioAmber Inc. shareholders |
(7,050) |
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(6,158) |
Non-controlling interest |
(783) |
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(561) |
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(7,833) |
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(6,719) |
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Basic net loss per share attributable to BioAmber Inc. shareholders |
(0.16) |
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(0.21) |
Weighted-average number of common shares outstanding - basic |
45,274 |
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28,811 |
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Consolidated Balance Sheet Information |
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(unaudited, in thousands) |
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As of September 30, 2017 |
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As of December 31, 2016 |
Assets |
$ |
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$ |
Current assets: |
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Cash and cash equivalents |
10,228 |
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16,160 |
Accounts receivable |
2,536 |
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987 |
Inventories |
6,214 |
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4,498 |
Prepaid expenses and other current assets |
1,349 |
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880 |
Restricted cash |
— |
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8,897 |
Total current assets |
20,327 |
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31,422 |
Property and equipment, net |
127,813 |
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121,628 |
Investment in cost and equity method investment |
447 |
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447 |
Intangible assets including goodwill |
6,603 |
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6,752 |
Restricted cash |
301 |
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558 |
Deferred financing costs |
24 |
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524 |
Total assets |
155,515 |
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161,331 |
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Liabilities |
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Current Liabilities: |
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Accounts payable and accrued liabilities |
6,845 |
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6,022 |
Income taxes payable |
190 |
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115 |
Deferred revenue |
— |
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1,372 |
Warrants financial liability |
— |
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14,497 |
Short-term portion of long term debt |
11,789 |
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23,299 |
Total current liabilities |
18,824 |
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45,305 |
Long-term debt |
25,409 |
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29,032 |
Warrants financial liability |
4,253 |
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740 |
Other long-term liabilities |
241 |
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247 |
Total liabilities |
48,727 |
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75,324 |
Redeemable non-controlling interest |
— |
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37,516 |
Shareholders’ Equity |
106,788 |
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48,491 |
Total Liabilities and Shareholders’ Equity |
155,515 |
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161,331 |
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Consolidated Statements of Cash Flows |
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(unaudited, in thousands) |
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Nine Months ended September 30, |
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2017 |
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2016 |
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$ |
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$ |
Operating Activities |
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Net loss |
(18,117) |
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(16,322) |
Adjustments to reconcile net loss to cash: |
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Stock-based compensation |
4,118 |
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2,686 |
Depreciation and amortization |
3,778 |
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3,600 |
Loss on disposals of property and equipment |
32 |
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133 |
Amortization of debt discounts |
1,944 |
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2,478 |
Other long-term liabilities |
(25) |
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(17) |
Financial charges (income), net |
(12,345) |
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(8,103) |
Gain on debt extinguishment |
(746) |
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— |
Grant income |
— |
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(4,047) |
Write-off of deferred financing costs |
500 |
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— |
Changes in operating assets and liabilities |
(3,676) |
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(13,509) |
Net cash used in operating activities |
(24,537) |
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(33,101) |
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Investing activities |
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Acquisition of property and equipment and intangible asset, net of disposals |
(722) |
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(540) |
Net cash used in investing activities |
(722) |
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(540) |
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Financing activities |
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Deferred financing costs |
(81) |
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(1,369) |
Issuance of long-term debt |
— |
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26,929 |
Repayment of long-term debt |
(19,009) |
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(14,081) |
Government grants |
— |
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1,108 |
Net proceeds from issuance of common shares |
38,145 |
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11,918 |
Proceeds from issuance of shares by a subsidiary |
— |
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17,726 |
Net cash provided provided by financing activities |
19,055 |
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42,231 |
Foreign exchange impact on cash |
272 |
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376 |
(Decrease) Increase in cash and cash equivalents |
(5,932) |
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8,966 |
Cash and cash equivalents, beginning of period |
16,160 |
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6,974 |
Cash and cash equivalents, end of period |
10,228 |
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15,940 |
ANNEX A: Non-GAAP Financial Information
Adjusted Net Loss Attributable to BioAmber Inc. Shareholders
BioAmber presents Adjusted Net Loss Attributable to BioAmber Inc. Shareholders as a supplemental measure of BioAmber's performance. Adjusted Net Loss Attributable to BioAmber Inc. Shareholders is a non-GAAP financial metric that excludes, for the quarter ended September 30, 2017, the impact of the change in fair value of the IPO Warrants, Legacy Warrants, January 2017 Warrants and August 2017 Warrants. For the quarter ended September 30, 2016, it excludes the impact of the change in fair value of the IPO Warrants, Legacy Warrants, and the grant income. The above items are excluded from BioAmber's Adjusted Net Loss Attributable to BioAmber Inc. Shareholders because these items are non-cash in nature, or because the amount and timing of these items are either unpredictable or not driven by current operating results and renders comparisons with prior periods and competitors less meaningful. BioAmber believes Adjusted Net Loss Attributable to BioAmber Inc. Shareholders is a useful measure for analysts and investors to evaluate BioAmber's future ongoing performance as this measure allows for a more meaningful comparison of BioAmber's projected cash earnings and performance with its historical results from prior periods and to the results of its competitors. Adjusted Net Loss Attributable to BioAmber Inc. Shareholders corresponds more closely to the cash operating income generated from BioAmber's business and allows investors to gain an understanding of the factors and trends affecting the ongoing cash earnings capabilities of BioAmber's business.
Adjusted Net Loss Attributable to BioAmber Inc. Shareholders has certain limitations in that it does not take into account the impact of certain expenses to BioAmber's consolidated statements of operations. In evaluating Adjusted Net Loss Attributable to BioAmber Inc. Shareholders, you should be aware that in the future BioAmber may incur expenses similar to the adjustments in this presentation. BioAmber's presentation of Adjusted Net Loss Attributable to BioAmber Inc. Shareholders should not be construed as an inference that BioAmber's future results will be unaffected by unusual or non-recurring items. Adjusted Net Loss Attributable to BioAmber Inc. Shareholders is not a measurement of BioAmber's financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP.
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Non-GAAP Financial Information |
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(unaudited, in thousands, except for per share data) |
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Three Months Ended September 30, |
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2017 |
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2016 |
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$ |
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$ |
Net loss attributable to BioAmber Inc. Shareholders |
(7,050) |
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(6,158) |
Adjustment: |
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Warrants revaluation (income) expense |
(2,379) |
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1,108 |
Grant income |
— |
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(2,396) |
Adjusted net loss attributable to BioAmber Inc. shareholders |
(9,429) |
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(7,446) |
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Adjusted net loss per share attributable to |
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BioAmber Inc. shareholders - basic |
(0.21) |
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(0.26) |
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Weighted-average number of common shares |
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outstanding- basic |
45,274 |
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28,811 |