x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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55-0856151
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5885 Hollis Street, Suite 100, Emeryville, California
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94608
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(Address of principal executive office)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
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1.
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Leveraging our technology platform to improve efficiency.
We continue applying synthetic biology, primarily our strain engineering platform, to lower the cost of production of our products through improvements in yields and other production process efficiencies. We do this with our industrial platform for yeast strain development at our world-class laboratories. We also support scale up to commercial production in two pilot plant facilities and a demonstration production facility, as well as at various contract manufacturing locations.
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2.
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Accelerating development through collaborations
.
In order to accelerate the development of new technologies, production methods or products, we enter into collaborative research, development and commercialization agreements, such as our existing agreements with Total Gas & Power USA SAS, or Total, Firmenich SA, or Firmenich, Givaudan Schweiz AG, or Givaudan, Cosan Indústria e Comércio S.A., or Cosan, Kuraray Co., Ltd., or Kuraray, M&G Finanziaria S.R.L, or M&G, Method Home Products, Inc., or Method, and Manufacture Francaise de Pneumatiques Michelin, or Michelin. We have also entered into partnerships with the U.S. government to develop certain technologies and processes capable of improving our ability of producing alternatives to petroleum-sourced products.
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3.
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Delivering cost efficient manufacturing.
Building on our breakthrough technology and experience gained from production through third party contract manufacturing, we built, commissioned and are now operating our own large-scale Biofene production plant in Brotas, in the state of São Paulo, Brazil. We opted to focus on Brazilian sugarcane as the feedstock to support our production ramp because of its abundance, low-cost and relative price stability. As we develop cost efficient manufacturing in our first production facility, we expect to seek to work selectively with other Brazilian sugar and ethanol producers to build additional facilities adjacent to their existing mills, thereby reducing the capital required to establish and scale our production operations.
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4.
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Targeting product markets to maximize returns
.
We have begun to commercialize our products derived from Biofene primarily in select specialty chemical markets characterized by higher-margin, lower-volume products, where we believe we can earn positive gross margins with current production process efficiencies. For example, in 2011 we initiated sales of a cosmetic emollient, squalane, produced from Biofene. We have also established sales channels to certain niche diesel markets in metropolitan bus fleets in Brazil. As we lower our production costs through technological and manufacturing improvements, we intend to expand into broader, lower-margin, higher volume commodity product markets, such as the broad-based fuels market and base oil lubricants markets, through joint venture arrangements.
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•
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A collaboration and joint development arrangement with Firmenich, a global flavors and fragrances company headquartered in Geneva, Switzerland. Under a March 2013 master collaboration agreement (which superseded prior arrangements with Firmenich), we will research and develop flavors and fragrances compounds and grant Firmenich exclusive access to such compounds in exchange for research and development funding and a profit sharing arrangement. The new agreement superseded and expanded a prior collaboration agreement with Firmenich for joint development and commercialization of specific ingredients within the flavors and fragrances field.
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•
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A co-development agreement with Givaudan, a global flavors and fragrance company headquartered in Vernier, Switzerland. Under the agreement, we will develop a derivative of Biofene to be used as a building block for one of the proprietary fragrance ingredients in Givaudan's portfolio. Under the agreement, upon achievement of certain success criteria, we would supply Biofene to Givaudan to derive the proprietary ingredient for the global fragrances and flavors market and share in the economic value created from the use of Biofene.
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•
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product price;
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•
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product performance and other measures of quality;
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•
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infrastructure compatibility of products;
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•
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sustainability; and
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•
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dependability of supply.
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•
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identifying new target molecules
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•
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creating new microbial strains capable of producing the target molecule
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•
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increasing product yield and productivity from microbial strains through strain modification or fermentation improvements
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•
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increasing efficiency of product separation and purification
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•
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continuous translation of these steps from lab to commercial scale production.
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•
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Effect significant headcount reductions in the U.S. and in Brazil, particularly with respect to both general and administrative employees and other employees not connected to critical or contracted activities.
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•
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Shift our focus to existing products and customers with significantly reduced investment in new product and commercial development efforts.
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•
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Reduce our expenditures for third party contractors, including consultants, professional advisors and other vendors.
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•
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Suspend operations at our pilot plants and demonstration facilities.
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•
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Reduce or delay uncommitted capital expenditures, including non-essential lab equipment and information technology projects.
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•
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Achieve planned production levels;
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•
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Develop and commercialize products within planned timelines or at planned scales; and
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•
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Continue other core activities.
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•
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product price;
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•
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product performance and other measures of quality;
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•
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infrastructure compatibility of products;
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•
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sustainability; and
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•
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dependability of supply.
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•
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delays or failures in securing licenses, permits or other governmental approvals necessary to build and operate facilities and use our yeast strains to produce products;
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•
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rapid consolidation in the sugar and ethanol industries in Brazil, which could result in a decrease in competition;
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•
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political, economic, diplomatic or social instability in or affecting Brazil;
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•
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changing interest rates;
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•
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tax burden and policies;
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•
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effects of changes in currency exchange rates;
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•
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exchange controls and restrictions on remittances abroad;
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•
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inflation;
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•
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land reform movements;
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•
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export or import restrictions that limit our ability to move our products out of Brazil or interfere with the import of essential materials into Brazil;
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•
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changes in or interpretations of foreign regulations that may adversely affect our ability to sell our products or repatriate profits to the U.S.;
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•
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tariffs, trade protection measures and other regulatory requirements;
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•
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successful compliance with U.S. and foreign laws that regulate the conduct of business abroad;
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•
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an inability, or reduced ability, to protect our intellectual property in Brazil including any effect of compulsory licensing imposed by government action; and
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•
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difficulties and costs of staffing and managing foreign operations.
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•
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achievement, or failure, with respect to technology, product development or manufacturing milestones needed to allow us to enter identified markets on a cost effective basis;
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•
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delays or greater than anticipated expenses associated with the completion or commissioning of new production facilities, or the time to ramp up and stabilize production following completion of a new production facility;
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•
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impairment of assets based on shifting business priorities and working capital limitations;
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•
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disruptions in the production process at any manufacturing facility;
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•
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losses associated with producing our products as we ramp to commercial production levels;
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•
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failure to recover value added tax (VAT) that we currently reflect as recoverable in our financial statements (e.g., due to failure to meet conditions for reimbursement of VAT under local law);
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•
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the timing, size and mix of sales to customers for our products;
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•
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increases in price or decreases in availability of feedstock;
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•
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the unavailability of contract manufacturing capacity altogether or at reasonable cost;
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•
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fluctuations in foreign currency exchange rates;
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•
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gains or losses associated with our hedging activities;
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•
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fluctuations in the price of and demand for sugar, ethanol, and petroleum-based and other products for which our products are alternatives;
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•
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seasonal variability in production and sales of our products;
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•
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competitive pricing pressures, including decreases in average selling prices of our products;
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•
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unanticipated expenses associated with changes in governmental regulations and environmental, health and safety requirements;
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•
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reductions or changes to existing fuel and chemical regulations and policies;
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•
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departure of executives or other key management employees resulting in transition and severance costs;
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•
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our ability to use our net operating loss carryforwards to offset future taxable income;
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•
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business interruptions such as earthquakes and other natural disasters;
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•
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our ability to integrate businesses that we may acquire;
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•
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risks associated with the international aspects of our business; and
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•
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changes in general economic, industry and market conditions, both domestically and in our foreign markets.
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•
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manage multiple research and development programs;
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•
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operate multiple manufacturing facilities around the world;
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•
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develop and improve our operational, financial and management controls;
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•
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enhance our reporting systems and procedures;
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•
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recruit, train and retain highly skilled personnel;
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•
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develop and maintain our relationships with existing and potential business partners;
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•
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maintain our quality standards; and
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•
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maintain customer satisfaction.
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•
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we or our licensors were the first to make the inventions covered by each of our issued patents and pending patent applications;
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•
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we or our licensors were the first to file patent applications for these inventions;
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•
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others will independently develop similar or alternative technologies or duplicate any of our technologies;
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•
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any of our or our licensors' patents will be valid or enforceable;
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•
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any patents issued to us or our licensors will provide us with any competitive advantages, or will be challenged by third parties;
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•
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we will develop additional proprietary products or technologies that are patentable; or
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•
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the patents of others will have an adverse effect on our business.
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•
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infringement and other intellectual property claims, which could be costly and time consuming to litigate, whether or not the claims have merit, and which could delay getting our products to market and divert management attention from our business;
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•
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substantial damages for past infringement, which we may have to pay if a court determines that our product candidates or technologies infringe a third party's patent or other proprietary rights;
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•
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a court prohibiting us from selling or licensing our technologies or future products unless the holder licenses the patent or other proprietary rights to us, which it is not required to do; and
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•
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if a license is available from a third party, such third party may require us to pay substantial royalties or grant cross licenses to our patents or proprietary rights.
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•
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fluctuations in our financial results or outlook or those of companies perceived to be similar to us;
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•
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changes in estimates of our financial results or recommendations by securities analysts;
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•
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changes in market valuations of similar companies;
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•
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changes in the prices of commodities associated with our business such as sugar, ethanol and petroleum;
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•
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changes in our capital structure, such as future issuances of securities or the incurrence of debt;
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•
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announcements by us or our competitors of significant contracts, acquisitions or strategic alliances;
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•
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regulatory developments in the U.S., Brazil, and/or other foreign countries;
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•
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litigation involving us, our general industry or both;
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•
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additions or departures of key personnel;
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•
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investors' general perception of us; and
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•
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changes in general economic, industry and market conditions.
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•
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our executive officers and directors and their affiliates (including Total) together held approximately 36.5% of our outstanding common stock;
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•
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Total held approximately 18.4% of our outstanding common stock; and
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•
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our next two largest holders of outstanding common stock after Total (Maxwell Mauritius Pte. Ltd. and Biolding Investment SA, each of whom has a designee on our Board of Directors) together held approximately 22.1% of our outstanding common stock.
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•
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staggered board of directors;
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•
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authorizing the board to issue, without stockholder approval, preferred stock with rights senior to those of our common stock;
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•
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authorizing the board to amend our bylaws and to fill board vacancies until the next annual meeting of the stockholders;
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•
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prohibiting stockholder action by written consent;
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•
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limiting the liability of, and providing indemnification to, our directors and officers;
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•
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eliminating the ability of our stockholders to call special meetings; and
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•
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requiring advance notification of stockholder nominations and proposals.
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Name
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|
Age
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|
Position
|
|
Executive Officers:
|
|
|
|
|
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John Melo
|
|
47
|
|
|
Director, President and Chief Executive Officer
|
Steven R. Mills
|
|
57
|
|
|
Chief Financial Officer
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Peter Boynton
|
|
58
|
|
|
Chief Commercial Officer
|
Joel Cherry, Ph.D.
|
|
52
|
|
|
President of Research and Development
|
Paulo Diniz
|
|
55
|
|
|
Chief Executive Officer, Amyris Brasil Ltda.
|
Gary Loeb
|
|
43
|
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Zanna McFerson
|
|
47
|
|
Chief Business Officer
|
|
Key Employees:
|
|
|
|
|
|
Jack Newman, Ph.D.
|
|
46
|
|
|
Chief Scientific Officer
|
|
Price Range Per Share
|
||||||
|
High
|
|
Low
|
||||
Fiscal 2012
|
|
|
|
||||
Fourth quarter
|
$
|
3.48
|
|
|
$
|
2.16
|
|
Third quarter
|
$
|
4.56
|
|
|
$
|
2.74
|
|
Second quarter
|
$
|
5.16
|
|
|
$
|
1.57
|
|
First quarter
|
$
|
12.29
|
|
|
$
|
4.45
|
|
|
|
|
|
||||
Fiscal 2011
|
|
|
|
||||
Fourth quarter
|
$
|
20.86
|
|
|
$
|
9.90
|
|
Third quarter
|
$
|
28.75
|
|
|
$
|
17.57
|
|
Second quarter
|
$
|
30.78
|
|
|
$
|
24.01
|
|
First quarter
|
$
|
33.99
|
|
|
$
|
26.57
|
|
|
9/28/2010
|
|
|
12/31/2010
|
|
|
3/31/2011
|
|
|
6/30/2011
|
|
|
9/30/2011
|
|
|
12/31/2011
|
|
|
3/31/2012
|
|
|
6/30/2012
|
|
|
9/30/2012
|
|
|
12/31/2012
|
|
||||||||||
Amyris, Inc.
|
$
|
100
|
|
|
$
|
162
|
|
|
$
|
173
|
|
|
$
|
170
|
|
|
$
|
123
|
|
|
$
|
70
|
|
|
$
|
31
|
|
|
$
|
27
|
|
|
$
|
21
|
|
|
$
|
19
|
|
S&P SmallCap 600 Index
|
$
|
100
|
|
|
$
|
116
|
|
|
$
|
124
|
|
|
$
|
124
|
|
|
$
|
99
|
|
|
$
|
116
|
|
|
$
|
129
|
|
|
$
|
124
|
|
|
$
|
130
|
|
|
$
|
133
|
|
NASDAQ Clean Edge Green Energy Index
|
$
|
100
|
|
|
$
|
109
|
|
|
$
|
112
|
|
|
$
|
102
|
|
|
$
|
66
|
|
|
$
|
64
|
|
|
$
|
72
|
|
|
$
|
62
|
|
|
$
|
59
|
|
|
$
|
63
|
|
(1)
|
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of Amyris, Inc. under the Securities Act of 1933, as amended.
|
(1)
|
Includes stock-based compensation expense.
|
|
As of December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(In Thousands)
|
||||||||||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, investments and restricted cash
|
$
|
31,644
|
|
|
$
|
103,592
|
|
|
$
|
257,933
|
|
|
$
|
71,716
|
|
|
$
|
52,888
|
|
Working capital
|
3,668
|
|
|
47,205
|
|
|
242,818
|
|
|
51,062
|
|
|
32,356
|
|
|||||
Property, plant and equipment, net
|
163,121
|
|
|
128,101
|
|
|
54,847
|
|
|
42,560
|
|
|
41,565
|
|
|||||
Total assets
|
242,834
|
|
|
320,111
|
|
|
357,453
|
|
|
122,159
|
|
|
98,823
|
|
|||||
Total indebtedness
(1)
|
106,774
|
|
|
47,660
|
|
|
12,590
|
|
|
20,608
|
|
|
6,747
|
|
|||||
Convertible preferred stock warrant liability
|
—
|
|
|
—
|
|
|
—
|
|
|
2,740
|
|
|
2,132
|
|
|||||
Convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
179,651
|
|
|
121,436
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
5,506
|
|
|
—
|
|
|||||
Total equity (deficit)
|
66,229
|
|
|
160,812
|
|
|
307,548
|
|
|
(113,745
|
)
|
|
(52,143
|
)
|
(1)
|
Total indebtedness as of
December 31, 2012, 2011, 2010, 2009 and 2008
includes
$2.6 million
,
$6.3 million
,
$5.9 million
,
$7.2 million
and
$3.6 million
, respectively, in capital lease obligations,
$1.6 million
,
$3.1 million
,
$5.7 million
,
$4.0 million
and
zero
, respectively, in notes payable,
$26.2 million
,
$19.4 million
,
$1.0 million
,
$1.0 million
and
$3.1 million
, respectively, in loan payable,
$12.4 million
,
$18.9 million
,
zero
,
$8.3 million
and
zero
respectively, in credit facility. Total indebtedness as of
December 31, 2012
also included
$25.0 million
in convertible notes and
$39.0 million
in related party convertible notes. There was no convertible notes balance outstanding as of
December 31, 2011, 2010, 2009 and 2008
(see Note 5 and Note 6 to our Consolidated Financial Statements).
|
•
|
Reduce the conversion price for the senior unsecured convertible promissory notes to be issued in connection with such funding from
$7.0682
per share to a price per share equal to the greater of (i) the consolidated closing bid price of our common stock on the date of the letter agreement, plus
$0.01
, and (ii)
$3.08
per share, provided that the conversion price will not be reduced by more than the maximum possible amount permitted under the NASDAQ rules such that the new conversion price would require us to obtain stockholder consent; and
|
•
|
Grant Total a senior security interest in our intellectual property, subject to certain exclusions and subject to release by Total when we and Total enter into final documentation regarding the establishment of the Fuels JV.
|
|
|
Years Ended December 31,
|
||||
|
|
2012
|
|
2011
|
|
2010
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Risk-free interest rate
|
|
1.1%
|
|
2.3%
|
|
2.5%
|
Expected term (in years)
|
|
6.0
|
|
5.8
|
|
6.0
|
Expected volatility
|
|
77%
|
|
86%
|
|
96%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2012
|
|
2011
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Product sales
|
|
$
|
49,638
|
|
|
$
|
129,837
|
|
|
$
|
(80,199
|
)
|
|
(62
|
)%
|
Grants and collaborations revenue
|
|
24,056
|
|
|
17,154
|
|
|
6,902
|
|
|
40
|
%
|
|||
Total revenues
|
|
$
|
73,694
|
|
|
$
|
146,991
|
|
|
$
|
(73,297
|
)
|
|
(50
|
)%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2012
|
|
2011
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Cost of products sold
|
|
$
|
77,314
|
|
|
$
|
155,615
|
|
|
$
|
(78,301
|
)
|
|
(50
|
)%
|
Loss on purchase commitments and write-off of production assets
|
|
45,854
|
|
|
—
|
|
|
45,854
|
|
|
nm
|
|
|||
Research and development
|
|
73,630
|
|
|
87,317
|
|
|
(13,687
|
)
|
|
(16
|
)%
|
|||
Sales, general and administrative
|
|
78,718
|
|
|
83,231
|
|
|
(4,513
|
)
|
|
(5
|
)%
|
|||
Total cost and operating expenses
|
|
$
|
275,516
|
|
|
$
|
326,163
|
|
|
$
|
(50,647
|
)
|
|
(16
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2012
|
|
2011
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
1,472
|
|
|
$
|
1,542
|
|
|
$
|
(70
|
)
|
|
(5
|
)%
|
Interest expense
|
|
(4,926
|
)
|
|
(1,543
|
)
|
|
(3,383
|
)
|
|
219
|
%
|
|||
Other income, net
|
|
224
|
|
|
214
|
|
|
10
|
|
|
5
|
%
|
|||
Total other income (expense)
|
|
$
|
(3,230
|
)
|
|
$
|
213
|
|
|
$
|
(3,443
|
)
|
|
(1,616
|
)%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
2011
|
|
2010
|
|
|||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Product sales
|
|
$
|
129,837
|
|
|
$
|
68,664
|
|
|
$
|
61,173
|
|
|
89
|
%
|
Grants and collaborations revenue
|
|
17,154
|
|
|
11,647
|
|
|
5,507
|
|
|
47
|
%
|
|||
Total revenues
|
|
$
|
146,991
|
|
|
$
|
80,311
|
|
|
$
|
66,680
|
|
|
83
|
%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2011
|
|
2010
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Cost of products sold
|
|
$
|
155,615
|
|
|
$
|
70,515
|
|
|
$
|
85,100
|
|
|
121
|
%
|
Research and development
|
|
87,317
|
|
|
55,249
|
|
|
32,068
|
|
|
58
|
%
|
|||
Sales, general and administrative
|
|
83,231
|
|
|
40,393
|
|
|
42,838
|
|
|
106
|
%
|
|||
Restructuring and asset impairment (income) charges
|
|
—
|
|
|
(2,061
|
)
|
|
2,061
|
|
|
(100
|
)%
|
|||
Total cost and operating expenses
|
|
$
|
326,163
|
|
|
$
|
164,096
|
|
|
$
|
162,067
|
|
|
99
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2011
|
|
2010
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
1,542
|
|
|
$
|
1,540
|
|
|
$
|
2
|
|
|
—
|
%
|
Interest expense
|
|
(1,543
|
)
|
|
(1,443
|
)
|
|
(100
|
)
|
|
7
|
%
|
|||
Other income, net
|
|
214
|
|
|
898
|
|
|
(684
|
)
|
|
(76
|
)%
|
|||
Total other income
|
|
$
|
213
|
|
|
$
|
995
|
|
|
$
|
(782
|
)
|
|
(79
|
)%
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(Dollars in thousands)
|
||||||
Working capital
|
|
$
|
3,668
|
|
|
$
|
47,205
|
|
Cash and cash equivalents and short-term investments
|
|
$
|
30,689
|
|
|
$
|
103,592
|
|
Debt and capital lease obligations
|
|
$
|
106,774
|
|
|
$
|
47,660
|
|
Accumulated deficit
|
|
$
|
(586,327
|
)
|
|
$
|
(381,188
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
$
|
(150,872
|
)
|
|
$
|
(92,496
|
)
|
|
$
|
(64,577
|
)
|
Net cash provided by (used in) investing activities
|
(49,644
|
)
|
|
5,853
|
|
|
(79,405
|
)
|
|||
Net cash provided by financing activities
|
138,117
|
|
|
41,052
|
|
|
266,687
|
|
•
|
Effect significant headcount reductions in the U.S. and in Brazil, particularly with respect to both general and administrative employees and other employees not connected to critical or contracted activities.
|
•
|
Shift our focus to existing products and customers with significantly reduced investment in new product and commercial development efforts.
|
•
|
Reduce our expenditures for third party contractors, including consultants, professional advisors and other vendors.
|
•
|
Suspend operations at our pilot plants and demonstration facilities.
|
•
|
Reduce or delay uncommitted capital expenditures, including non-essential lab equipment and information technology projects.
|
•
|
Achieve planned production levels;
|
•
|
Develop and commercialize products within planned timelines or at planned scales; and
|
•
|
Continue other core activities.
|
•
|
We are required to share with FINEP the costs associated with the FINEP Project. At a minimum, we are required to contribute approximately R$14.5 million (
US$7.1 million
based on the exchange rate at
December 31, 2012
) of which R$11.1 million was contributed prior to the release of the second disbursement;
|
•
|
After the release of the first disbursement, prior to any subsequent drawdown from the FINEP Credit Facility, we were required to provide bank letters of guarantee of up to R$3.3 million in aggregate (approximately
US$1.6 million
based on the exchange rate at
December 31, 2012
) before receiving the second installment in December 2012;
|
•
|
Amounts released from the FINEP Credit Facility must be completely used by us towards the FINEP Project within 30 months after the contract execution.
|
|
|
Total
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
Thereafter
|
|||||||||
Principal payments on long-term debt
|
|
$
|
113,432
|
|
|
$
|
3,325
|
|
|
$
|
3,962
|
|
|
$
|
5,846
|
|
|
$
|
5,875
|
|
|
$
|
79,131
|
|
|
$
|
15,293
|
|
Interest payments on long-term debt, fixed rate
(1)
|
|
17,102
|
|
|
2,919
|
|
|
3,073
|
|
|
2,528
|
|
|
2,175
|
|
|
4,508
|
|
|
1,899
|
|
|||||||
Operating leases
|
|
38,289
|
|
|
6,624
|
|
|
6,772
|
|
|
6,900
|
|
|
6,891
|
|
|
6,760
|
|
|
4,342
|
|
|||||||
Principal payments on capital leases
|
|
2,610
|
|
|
1,366
|
|
|
957
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments on capital leases
|
|
175
|
|
|
123
|
|
|
50
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Terminal storage costs
|
|
157
|
|
|
148
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase obligations
(2)
|
|
53,113
|
|
|
16,275
|
|
|
17,706
|
|
|
10,243
|
|
|
8,623
|
|
|
218
|
|
|
48
|
|
|||||||
Total
|
|
$
|
224,878
|
|
|
$
|
30,780
|
|
|
$
|
32,529
|
|
|
$
|
25,806
|
|
|
$
|
23,564
|
|
|
$
|
90,617
|
|
|
$
|
21,582
|
|
(1)
|
The fixed interest rates are more fully described in Note 6 of our consolidated financial statements.
|
(2)
|
Purchase obligations include non-cancelable contractual obligations and construction commitments of
$52.7 million
, of which
$13.9 million
have been accrued as loss on purchase commitments.
|
|
Page
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedules:
|
|
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
30,592
|
|
|
$
|
95,703
|
|
Short-term investments
|
97
|
|
|
7,889
|
|
||
Accounts receivable, net of allowance of $481 and $245, respectively
|
3,846
|
|
|
6,936
|
|
||
Inventories, net
|
6,034
|
|
|
9,070
|
|
||
Prepaid expenses and other current assets
|
8,925
|
|
|
19,873
|
|
||
Total current assets
|
49,494
|
|
|
139,471
|
|
||
Property, plant and equipment, net
|
163,121
|
|
|
128,101
|
|
||
Restricted cash
|
955
|
|
|
—
|
|
||
Other assets
|
20,112
|
|
|
43,001
|
|
||
Goodwill and intangible assets
|
9,152
|
|
|
9,538
|
|
||
Total assets
|
$
|
242,834
|
|
|
$
|
320,111
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
15,392
|
|
|
$
|
26,379
|
|
Deferred revenue
|
1,333
|
|
|
3,139
|
|
||
Accrued and other current liabilities
|
24,410
|
|
|
30,982
|
|
||
Capital lease obligation, current portion
|
1,366
|
|
|
3,717
|
|
||
Debt, current portion
|
3,325
|
|
|
28,049
|
|
||
Total current liabilities
|
45,826
|
|
|
92,266
|
|
||
Capital lease obligation, net of current portion
|
1,244
|
|
|
2,619
|
|
||
Long-term debt, net of current portion
|
61,806
|
|
|
13,275
|
|
||
Related party debt
|
39,033
|
|
|
—
|
|
||
Deferred rent, net of current portion
|
8,508
|
|
|
9,957
|
|
||
Deferred revenue, net of current portion
|
4,255
|
|
|
4,097
|
|
||
Other liabilities
|
15,933
|
|
|
37,085
|
|
||
Total liabilities
|
176,605
|
|
|
159,299
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock - $0.0001 par value, 100,000,000 shares authorized as of December 31, 2012 and 2011; 68,709,660 and 45,933,138 shares issued and outstanding as of December 31, 2012 and 2011, respectively
|
7
|
|
|
5
|
|
||
Additional paid-in capital
|
666,233
|
|
|
548,159
|
|
||
Accumulated other comprehensive loss
|
(12,807
|
)
|
|
(5,924
|
)
|
||
Accumulated deficit
|
(586,327
|
)
|
|
(381,188
|
)
|
||
Total Amyris, Inc. stockholders’ equity
|
67,106
|
|
|
161,052
|
|
||
Noncontrolling interest
|
(877
|
)
|
|
(240
|
)
|
||
Total stockholders' equity
|
66,229
|
|
|
160,812
|
|
||
Total liabilities and stockholders' equity
|
$
|
242,834
|
|
|
$
|
320,111
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
|
|
|
|
||||||
Product sales
|
$
|
49,638
|
|
|
$
|
129,837
|
|
|
$
|
68,664
|
|
Grants and collaborations revenue
|
24,056
|
|
|
17,154
|
|
|
11,647
|
|
|||
Total revenues
|
73,694
|
|
|
146,991
|
|
|
80,311
|
|
|||
Cost and operating expenses
|
|
|
|
|
|
||||||
Cost of products sold
|
77,314
|
|
|
155,615
|
|
|
70,515
|
|
|||
Loss on purchase commitments and write off of production assets
|
45,854
|
|
|
—
|
|
|
—
|
|
|||
Research and development
|
73,630
|
|
|
87,317
|
|
|
55,249
|
|
|||
Sales, general and administrative
|
78,718
|
|
|
83,231
|
|
|
40,393
|
|
|||
Restructuring and asset impairment (income) charges
|
—
|
|
|
—
|
|
|
(2,061
|
)
|
|||
Total cost and operating expenses
|
275,516
|
|
|
326,163
|
|
|
164,096
|
|
|||
Loss from operations
|
(201,822
|
)
|
|
(179,172
|
)
|
|
(83,785
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
1,472
|
|
|
1,542
|
|
|
1,540
|
|
|||
Interest expense
|
(4,926
|
)
|
|
(1,543
|
)
|
|
(1,443
|
)
|
|||
Other income, net
|
224
|
|
|
214
|
|
|
898
|
|
|||
Total other income (expense)
|
(3,230
|
)
|
|
213
|
|
|
995
|
|
|||
Loss before income taxes
|
(205,052
|
)
|
|
(178,959
|
)
|
|
(82,790
|
)
|
|||
Provision for income taxes
|
(981
|
)
|
|
(552
|
)
|
|
—
|
|
|||
Net loss
|
$
|
(206,033
|
)
|
|
$
|
(179,511
|
)
|
|
$
|
(82,790
|
)
|
Net loss attributable to noncontrolling interest
|
894
|
|
|
641
|
|
|
920
|
|
|||
Net loss attributable to Amyris, Inc.
|
$
|
(205,139
|
)
|
|
$
|
(178,870
|
)
|
|
$
|
(81,870
|
)
|
Deemed dividend related to a beneficial conversion feature
|
—
|
|
|
—
|
|
|
(42,009
|
)
|
|||
Net loss attributable to Amyris, Inc. common stockholders
|
$
|
(205,139
|
)
|
|
$
|
(178,870
|
)
|
|
$
|
(123,879
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(3.62
|
)
|
|
$
|
(3.99
|
)
|
|
$
|
(8.35
|
)
|
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted
|
56,717,869
|
|
|
44,799,056
|
|
|
14,840,253
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Comprehensive loss:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(206,033
|
)
|
|
$
|
(179,511
|
)
|
|
$
|
(82,790
|
)
|
Change in unrealized loss on investments
|
—
|
|
|
(5
|
)
|
|
2
|
|
|||
Foreign currency translation adjustment, net of tax
|
(6,626
|
)
|
|
(8,761
|
)
|
|
1,751
|
|
|||
Total comprehensive loss
|
(212,659
|
)
|
|
(188,277
|
)
|
|
(81,037
|
)
|
|||
Loss attributable to noncontrolling interest
|
894
|
|
|
641
|
|
|
920
|
|
|||
Foreign currency translation adjustment attributable to noncontrolling interest
|
(257
|
)
|
|
(30
|
)
|
|
(217
|
)
|
|||
Comprehensive loss attributable to Amyris, Inc.
|
$
|
(212,022
|
)
|
|
$
|
(187,666
|
)
|
|
$
|
(80,334
|
)
|
|
Convertible
Preferred Stock
|
|
Redeemable
Noncontrolling
Interest
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total
Equity
(Deficit)
|
||||||||||||||||||||||
(In Thousands, Except Share and Per Share
Amounts)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
December 31, 2009
|
18,365,222
|
|
|
$
|
179,651
|
|
|
$
|
5,506
|
|
|
5,114,205
|
|
|
$
|
1
|
|
|
$
|
5,366
|
|
|
$
|
(120,448
|
)
|
|
$
|
1,336
|
|
|
$
|
—
|
|
|
$
|
(113,745
|
)
|
Issuance of Series C convertible preferred stock at $12.46 per shares for cash, net of issuance costs of $5
|
295,981
|
|
|
3,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Series C-1 convertible preferred stock at $17.56 per shares for cash, net of issuance costs of $68
|
2,724,766
|
|
|
47,779
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Series D convertible preferred stock at $18.75 per shares for cash and deferred charge asset of $27,909, net of issuance costs of $258
|
7,101,548
|
|
|
160,805
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of warrants in connection with issuance of Series C convertible preferred stock
|
—
|
|
|
(507
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock upon exercise of stock options, net of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
60,883
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,367
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued from restricted stock unit settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
176,272
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,432
|
|
||||||||
Proceeds from noncontrolling interest
|
—
|
|
|
—
|
|
|
7,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||||
Common stock issuance in public offering, net of issuance costs (Note 11)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,095,000
|
|
|
—
|
|
|
85,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,534
|
|
||||||||
Conversion of convertible preferred stock to common stock
|
(28,487,517
|
)
|
|
(391,411
|
)
|
|
—
|
|
|
31,550,277
|
|
|
3
|
|
|
391,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
391,411
|
|
||||||||
Conversion of convertible preferred stock warrants to common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,318
|
|
||||||||
Conversion of shares of Amyris Brasil S.A. shares into common stock
|
—
|
|
|
—
|
|
|
(11,870
|
)
|
|
861,155
|
|
|
—
|
|
|
11,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,653
|
|
||||||||
Beneficial conversion feature on issuance of Series D convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,292
|
|
||||||||
Deemed dividend related to the beneficial conversion feature of Series D convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,292
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,292
|
)
|
||||||||
Beneficial conversion feature on conversion of Amyris Brasil S.A. shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,717
|
|
||||||||
Deemed dividend related to the beneficial conversion feature of Amyris Brasil S.A. shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,717
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,717
|
)
|
||||||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,534
|
|
|
—
|
|
|
1,534
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
(894
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,870
|
)
|
|
—
|
|
|
(26
|
)
|
|
(81,896
|
)
|
||||||||
December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
43,847,425
|
|
|
$
|
4
|
|
|
$
|
506,988
|
|
|
$
|
(202,318
|
)
|
|
$
|
2,872
|
|
|
$
|
2
|
|
|
$
|
307,548
|
|
|
Convertible
Preferred Stock
|
|
Redeemable
Noncontrolling
Interest
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total
Equity
(Deficit)
|
||||||||||||||||||||||
(In Thousands, Except Share and Per Share Amounts)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
43,847,425
|
|
|
$
|
4
|
|
|
$
|
506,988
|
|
|
$
|
(202,318
|
)
|
|
$
|
2,872
|
|
|
$
|
2
|
|
|
$
|
307,548
|
|
Issuance of common stock upon exercise of stock options, net of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1,641,439
|
|
|
1
|
|
|
8,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,492
|
|
||||||||
Issuance of common stock upon net exercise of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
77,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock warrants in connection with equipment financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
||||||||
Issuance of common stock in connection with Draths business acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
362,319
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
||||||||
Shares issued from restricted stock unit settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
6,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,137
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,492
|
|
||||||||
Fair value of assets and liabilities assigned to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
369
|
|
|
369
|
|
||||||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,791
|
)
|
|
30
|
|
|
(8,761
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,870
|
)
|
|
—
|
|
|
(641
|
)
|
|
(179,511
|
)
|
||||||||
December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
45,933,138
|
|
|
$
|
5
|
|
|
$
|
548,159
|
|
|
$
|
(381,188
|
)
|
|
$
|
(5,924
|
)
|
|
$
|
(240
|
)
|
|
$
|
160,812
|
|
|
Convertible Preferred Stock
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
(In Thousands, Except Share and Per Share Amounts)
|
Shares
|
|
Amount
|
|
Redeemable Noncontrolling Interest
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interest
|
|
Total Equity (Deficit)
|
||||||||||||||||
December 31, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
45,933,138
|
|
|
$
|
5
|
|
|
$
|
548,159
|
|
|
$
|
(381,188
|
)
|
|
$
|
(5,924
|
)
|
|
$
|
(240
|
)
|
|
$
|
160,812
|
|
Issuance of common stock upon exercise of stock options, net of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1,441,676
|
|
|
—
|
|
|
1,509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,509
|
|
||||||
Issuance of common stock in a private placement, net of issuance cost of $392
|
|
|
|
|
|
|
21,040,717
|
|
|
2
|
|
|
89,680
|
|
|
|
|
|
|
|
|
89,682
|
|
||||||||||||
Recovery of shares from Draths escrow
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares issued from restricted stock unit settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
299,584
|
|
|
—
|
|
|
(588
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(588
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,473
|
|
||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,883
|
)
|
|
257
|
|
|
(6,626
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(205,139
|
)
|
|
—
|
|
|
(894
|
)
|
|
(206,033
|
)
|
||||||
December 31, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
68,709,660
|
|
|
$
|
7
|
|
|
$
|
666,233
|
|
|
$
|
(586,327
|
)
|
|
$
|
(12,807
|
)
|
|
$
|
(877
|
)
|
|
$
|
66,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(206,033
|
)
|
|
$
|
(179,511
|
)
|
|
$
|
(82,790
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
14,570
|
|
|
11,077
|
|
|
7,280
|
|
|||
Loss on disposal of property, plant and equipment
|
370
|
|
|
52
|
|
|
205
|
|
|||
Stock-based compensation
|
27,473
|
|
|
25,492
|
|
|
10,432
|
|
|||
Amortization of premium on investments
|
—
|
|
|
630
|
|
|
1,557
|
|
|||
Amortization of debt discount
|
1,758
|
|
|
—
|
|
|
—
|
|
|||
Provision for doubtful accounts
|
236
|
|
|
245
|
|
|
—
|
|
|||
Loss on purchase commitments and write-off of production assets
|
45,854
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of convertible preferred stock warrant liability
|
—
|
|
|
—
|
|
|
(929
|
)
|
|||
Change in fair value of derivative instruments
|
(1,764
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring and asset impairment (income) charges
|
—
|
|
|
—
|
|
|
(2,061
|
)
|
|||
Other noncash expenses
|
159
|
|
|
40
|
|
|
116
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
2,837
|
|
|
(1,975
|
)
|
|
(3,565
|
)
|
|||
Inventories, net
|
2,919
|
|
|
(5,327
|
)
|
|
(1,708
|
)
|
|||
Prepaid expenses and other assets
|
11,239
|
|
|
(17,250
|
)
|
|
1,133
|
|
|||
Accounts payable
|
(11,811
|
)
|
|
15,648
|
|
|
3,478
|
|
|||
Accrued and other long-term liabilities and restructuring
|
(35,754
|
)
|
|
53,894
|
|
|
664
|
|
|||
Deferred revenue
|
(1,648
|
)
|
|
5,542
|
|
|
1,316
|
|
|||
Deferred rent
|
(1,277
|
)
|
|
(1,053
|
)
|
|
295
|
|
|||
Net cash used in operating activities
|
(150,872
|
)
|
|
(92,496
|
)
|
|
(64,577
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchase of short-term investments
|
(8,334
|
)
|
|
(67,556
|
)
|
|
(189,486
|
)
|
|||
Maturities of short-term investments
|
—
|
|
|
105,000
|
|
|
100,711
|
|
|||
Sales of short-term investments
|
16,503
|
|
|
68,106
|
|
|
28,374
|
|
|||
Purchases of long-term investments
|
—
|
|
|
—
|
|
|
(7,998
|
)
|
|||
Change in restricted cash
|
(955
|
)
|
|
—
|
|
|
4,506
|
|
|||
Payments for business acquisitions
|
—
|
|
|
(2,934
|
)
|
|
—
|
|
|||
Acquisition of cash in noncontrolling interest
|
—
|
|
|
344
|
|
|
—
|
|
|||
Investment in unconsolidated joint venture
|
—
|
|
|
(83
|
)
|
|
—
|
|
|||
Purchase of property, plant and equipment, net of disposals
|
(56,832
|
)
|
|
(81,917
|
)
|
|
(10,906
|
)
|
|||
Deposits on property, plant and equipment
|
(26
|
)
|
|
(15,107
|
)
|
|
(4,606
|
)
|
|||
Net cash provided by (used in) investing activities
|
(49,644
|
)
|
|
5,853
|
|
|
(79,405
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of convertible preferred stock, net
|
—
|
|
|
—
|
|
|
184,360
|
|
|||
Proceeds from issuance of common stock, net of repurchases
|
891
|
|
|
8,445
|
|
|
231
|
|
|||
Proceeds from issuance of common stock in private placements, net of issuance costs
|
84,682
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from equipment financing
|
—
|
|
|
3,000
|
|
|
1,445
|
|
|||
Principal payments on capital leases
|
(3,727
|
)
|
|
(2,835
|
)
|
|
(2,728
|
)
|
|||
Proceeds from debt issued
|
78,904
|
|
|
37,957
|
|
|
—
|
|
|||
Proceeds from debt issued to related party
|
30,000
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on debt
|
(52,633
|
)
|
|
(5,018
|
)
|
|
(9,722
|
)
|
|||
Proceeds from issuance of common stock in initial public offering, net
|
—
|
|
|
(497
|
)
|
|
86,032
|
|
|||
Proceeds from sale of noncontrolling interest
|
—
|
|
|
—
|
|
|
7,069
|
|
|||
Net cash provided by financing activities
|
138,117
|
|
|
41,052
|
|
|
266,687
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2,712
|
)
|
|
(1,766
|
)
|
|
1,167
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(65,111
|
)
|
|
(47,357
|
)
|
|
123,872
|
|
|||
Cash and cash equivalents at beginning of period
|
95,703
|
|
|
143,060
|
|
|
19,188
|
|
|||
Cash and cash equivalents at end of period
|
$
|
30,592
|
|
|
$
|
95,703
|
|
|
$
|
143,060
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
3,399
|
|
|
$
|
1,412
|
|
|
$
|
1,378
|
|
Cash paid for income taxes, net of refunds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosures of noncash investing and financing activities:
|
|
|
|
|
|
||||||
Acquisitions of property, plant and equipment under accounts payable, accrued liabilities and notes payable
|
$
|
2,538
|
|
|
$
|
3,177
|
|
|
$
|
8,278
|
|
Financing of equipment
|
$
|
—
|
|
|
$
|
3,420
|
|
|
$
|
—
|
|
Warrants issued in connection with equipment financing
|
$
|
—
|
|
|
$
|
193
|
|
|
$
|
—
|
|
Financing of insurance premium under notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101
|
|
Change in unrealized gain (loss) on investments
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
3
|
|
Change in unrealized gain (loss) on foreign currency
|
$
|
(6,366
|
)
|
|
$
|
(7,905
|
)
|
|
$
|
(623
|
)
|
Asset retirement obligation
|
$
|
—
|
|
|
$
|
174
|
|
|
$
|
115
|
|
Warrants issued in connection with the issuance of convertible preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
507
|
|
Accrued deferred offering costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
496
|
|
Financing of rent payments under notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
239
|
|
Deferred charge asset related to the issuance of Series D preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,909
|
|
Issuance of common stock upon exercise of warrants
|
$
|
—
|
|
|
$
|
3,554
|
|
|
$
|
—
|
|
Issuance of common stock related to business acquisition
|
$
|
—
|
|
|
$
|
7,000
|
|
|
$
|
—
|
|
Conversion of convertible preferred stock to common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
391,411
|
|
Conversion of preferred stock warrants to common stock warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,318
|
|
Conversion of shares of Amyris Brasil S.A. held by third parties into Amyris, Inc. common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,653
|
|
Conversion of other liability to related party debt
|
$
|
(23,300
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Conversion of related party debt to common stock
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deemed dividend related to a beneficial conversion feature
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,009
|
|
Transfer of property, plant and equipment to current assets
|
$
|
—
|
|
|
$
|
886
|
|
|
$
|
—
|
|
Transfer of long term deposits to property, plant and equipment
|
$
|
12,218
|
|
|
$
|
50
|
|
|
$
|
—
|
|
Acquisition of net assets in noncontrolling interest
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
Reclassification of long-term investments to short-term investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,998
|
|
•
|
Effect significant headcount reductions in the U.S. and in Brazil, particularly with respect to both general and administrative employees and other employees not connected to critical or contracted activities.
|
•
|
Shift its focus to existing products and customers with significantly reduced investment in new product and commercial development efforts.
|
•
|
Reduce its expenditures for third party contractors, including consultants, professional advisors and other vendors.
|
•
|
Suspend operations at its pilot plants and demonstration facilities.
|
•
|
Reduce or delay uncommitted capital expenditures, including non-essential lab equipment and information technology projects.
|
•
|
Achieve planned production levels;
|
•
|
Develop and commercialize products within planned timelines or at planned scales; and
|
•
|
Continue other core activities.
|
Balance at December 31, 2010
|
$
|
984
|
|
Additions
|
166
|
|
|
Foreign currency impacts and other adjustments
|
(133
|
)
|
|
Accretion expenses recorded during the period
|
112
|
|
|
Balance at December 31, 2011
|
$
|
1,129
|
|
Additions
|
—
|
|
|
Foreign currency impacts and other adjustments
|
(98
|
)
|
|
Accretion expenses recorded during the period
|
91
|
|
|
Reversals
|
(1,122
|
)
|
|
Balance at December 31, 2012
|
$
|
—
|
|
Machinery and equipment
|
7-15 years
|
Buildings
|
15 years
|
Computers and software
|
3-5 years
|
Furniture and office equipment
|
5 years
|
Vehicles
|
5 years
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Foreign currency translation adjustment, net of tax
|
$
|
(12,807
|
)
|
|
$
|
(5,924
|
)
|
Total accumulated other comprehensive loss
|
$
|
(12,807
|
)
|
|
$
|
(5,924
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss attributable to Amyris, Inc. common stockholders
|
$
|
(205,139
|
)
|
|
$
|
(178,870
|
)
|
|
$
|
(123,879
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted
|
56,717,869
|
|
|
44,799,056
|
|
|
14,840,253
|
|
|||
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(3.62
|
)
|
|
$
|
(3.99
|
)
|
|
$
|
(8.35
|
)
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Period-end stock options to purchase common stock
|
8,946,592
|
|
|
8,377,016
|
|
|
7,274,637
|
|
Convertible promissory notes
|
10,370,391
|
|
|
—
|
|
|
—
|
|
Period-end common stock subject to repurchase
|
51
|
|
|
7,929
|
|
|
33,396
|
|
Period-end common stock warrants*
|
21,087
|
|
|
26,223
|
|
|
195,604
|
|
Period-end restricted stock units
|
2,550,799
|
|
|
375,189
|
|
|
—
|
|
Total
|
21,888,920
|
|
|
8,786,357
|
|
|
7,503,637
|
|
•
|
The common stock warrants at December 31, 2011 includes
21,087
warrants issued in 2011 and
5,136
common stock warrants converted from preferred stock warrants computed on an as converted basis using the conversion ratios in effect as of September 30, 2010, the date of the IPO Closing. The common stock warrants at December 31, 2010 were converted from preferred stock warrants computed on an as converted basis using the conversion ratios in effect as of September 30, 2010.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of December 31, 2012
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
15,847
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,847
|
|
Certificates of deposit
|
757
|
|
|
—
|
|
|
—
|
|
|
757
|
|
||||
Total financial assets
|
$
|
16,604
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,604
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Notes payable
|
$
|
—
|
|
|
$
|
1,676
|
|
|
$
|
—
|
|
|
$
|
1,676
|
|
Loans payable
|
—
|
|
|
20,707
|
|
|
—
|
|
|
20,707
|
|
||||
Credit facilities
|
—
|
|
|
11,503
|
|
|
—
|
|
|
11,503
|
|
||||
Convertible notes
|
—
|
|
|
—
|
|
|
62,522
|
|
|
62,522
|
|
||||
Compound embedded derivative liability
|
—
|
|
|
—
|
|
|
7,894
|
|
|
7,894
|
|
||||
Currency interest rate swap derivative liability
|
—
|
|
|
1,367
|
|
|
—
|
|
|
1,367
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
35,253
|
|
|
$
|
70,416
|
|
|
$
|
105,669
|
|
|
Compound Embedded Derivative Liability
|
||
Balance at December 31, 2011
|
$
|
—
|
|
Transfers in to Level 3
|
11,025
|
|
|
Total (gain) losses included in other income (expense), net
|
(3,131
|
)
|
|
Balance at December 31, 2012
|
$
|
7,894
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of December 31, 2011
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
57,127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57,127
|
|
Certificates of Deposit
|
27,384
|
|
|
—
|
|
|
—
|
|
|
27,384
|
|
||||
Total financial assets
|
$
|
84,511
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,511
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Total financial liabilities
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
|
Asset/Liability as of
|
||||||||||||
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||
Type of Derivative Contract
|
|
Quantity of
Short
Contracts
|
|
Fair Value
|
|
Quantity of
Short
Contracts
|
|
Fair Value
|
||||||
Regulated fixed price futures contracts, included as liability in accounts payable
|
|
—
|
|
$
|
—
|
|
|
22
|
|
|
$
|
18
|
|
|
Currency interest rate swap, included as net liability in other long term liability
|
|
1
|
|
|
$
|
1,367
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Income
Statement Classification
|
Years Ended December 31,
|
||||||||||
Type of Derivative Contract
|
2012
|
|
2011
|
|
2010
|
||||||||
|
|
|
Gain (Loss) Recognized
|
||||||||||
Regulated fixed price futures contracts
|
|
Cost of products sold
|
$
|
(288
|
)
|
|
$
|
(2,365
|
)
|
|
$
|
(2,225
|
)
|
Currency interest rate swap
|
|
Other income (expense), net
|
$
|
(1,367
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2012
|
||||||||||
|
Amortized
Cost
|
|
Unrealized Gain
(Loss)
|
|
Fair Value
|
||||||
Short-Term Investments
|
|
|
|
|
|
||||||
Certificates of Deposit
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
97
|
|
Total short-term investments
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
December 31, 2011
|
||||||||||
|
Amortized
Cost
|
|
Unrealized Gain
(Loss)
|
|
Fair Value
|
||||||
Short-Term Investments
|
|
|
|
|
|
||||||
Certificates of Deposit
|
$
|
7,889
|
|
|
$
|
—
|
|
|
$
|
7,889
|
|
Total short-term investments
|
$
|
7,889
|
|
|
$
|
—
|
|
|
$
|
7,889
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Raw materials
|
$
|
1,574
|
|
|
$
|
2,191
|
|
Work-in-process
|
1,771
|
|
|
1,237
|
|
||
Finished goods
|
2,689
|
|
|
5,642
|
|
||
Inventories, net
|
$
|
6,034
|
|
|
$
|
9,070
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Advances to contract manufacturers
(1)
|
$
|
784
|
|
|
$
|
10,748
|
|
Manufacturing catalysts
|
1,895
|
|
|
3,929
|
|
||
Recoverable VAT and other taxes
|
4,167
|
|
|
2,193
|
|
||
Other
|
2,079
|
|
|
3,003
|
|
||
Prepaid and other current assets
|
$
|
8,925
|
|
|
$
|
19,873
|
|
(1)
|
At
December 31, 2012 and 2011
, the amount of
$784,000
and
$748,000
, respectively, relates to the current unamortized portion of equipment costs funded by the Company to a contract manufacturer. The related amortization is being offset against purchases of inventory.
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Leasehold improvements
|
$
|
39,290
|
|
|
$
|
40,011
|
|
Machinery and equipment
|
105,162
|
|
|
59,657
|
|
||
Computers and software
|
8,232
|
|
|
6,491
|
|
||
Furniture and office equipment
|
2,467
|
|
|
2,223
|
|
||
Buildings
|
5,888
|
|
|
—
|
|
||
Vehicles
|
575
|
|
|
596
|
|
||
Construction in progress
|
45,372
|
|
|
45,318
|
|
||
|
$
|
206,986
|
|
|
154,296
|
|
|
Less: accumulated depreciation and amortization
|
(43,865
|
)
|
|
(26,195
|
)
|
||
Property, plant and equipment, net
|
$
|
163,121
|
|
|
$
|
128,101
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Deferred charge asset
(1)
|
$
|
—
|
|
|
$
|
18,792
|
|
Deposits on property and equipment, including taxes
|
2,363
|
|
|
17,455
|
|
||
Advances to contract manufacturers, net of current portion
(2)
|
2,222
|
|
|
2,866
|
|
||
Recoverable taxes on purchased property, plant and equipment
(3)
|
13,597
|
|
|
2,075
|
|
||
Other
|
1,930
|
|
|
1,813
|
|
||
Total other assets
|
$
|
20,112
|
|
|
$
|
43,001
|
|
(1)
|
The deferred charge asset relates to the collaboration agreement between the Company and Total (see Note 9).
|
(2)
|
At
December 31, 2012 and 2011
,
$2.2 million
and
$2.9 million
, respectively, relates to the non-current unamortized portion of equipment costs funded by the Company to a contract manufacturer. The related amortization is being offset against purchases of inventory.
|
(3)
|
At
December 31, 2012
and
December 31, 2011
,
$13.6 million
and
$2.1 million
, respectively, are recoverable taxes from the Brazilian government.
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Professional services
|
$
|
824
|
|
|
$
|
4,384
|
|
Accrued vacation
|
2,673
|
|
|
2,761
|
|
||
Payroll and related expenses
|
5,809
|
|
|
6,343
|
|
||
Construction in progress
|
—
|
|
|
4,992
|
|
||
Tax-related liabilities
|
851
|
|
|
2,180
|
|
||
Deferred rent, current portion
|
1,448
|
|
|
1,274
|
|
||
Contractual obligations to contract manufacturers
|
9,952
|
|
|
—
|
|
||
Customer advances
|
970
|
|
|
3,667
|
|
||
Other
|
1,883
|
|
|
5,381
|
|
||
Total accrued and other current liabilities
|
$
|
24,410
|
|
|
$
|
30,982
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Contingently repayable advance from related party collaborator
(1)
|
$
|
—
|
|
|
$
|
31,922
|
|
Bonus payable to contract manufacturer, non-current
|
—
|
|
|
2,500
|
|
||
Contractual obligations to contract manufacturers, non-current
|
4,000
|
|
|
—
|
|
||
Fair market value of swap obligations
|
1,367
|
|
|
—
|
|
||
Asset retirement obligations
|
—
|
|
|
1,129
|
|
||
Fair value of compound embedded derivative liability
(2)
|
7,894
|
|
|
—
|
|
||
Other
|
2,672
|
|
|
1,534
|
|
||
Total other liabilities
|
$
|
15,933
|
|
|
$
|
37,085
|
|
(1)
|
The contingently repayable advance from related party collaborator as of December 31, 2011 relates to the collaboration agreement between the Company and Total.
|
(2)
|
The compound embedded derivative liability represents the fair value of the equity conversion feature and a "make-whole" feature of the outstanding senior unsecured convertible promissory notes issued to Total.
|
Years ending December 31:
|
Sales/Leaseback
|
||
2013
|
$
|
1,098
|
|
2014
|
1,007
|
|
|
2015
|
289
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
Thereafter
|
—
|
|
|
Total future minimum lease payments
|
2,394
|
|
|
Less: amount representing interest
|
(168
|
)
|
|
Present value of minimum lease payments
|
2,226
|
|
|
Less: current portion
|
(982
|
)
|
|
Long-term portion
|
$
|
1,244
|
|
Years ending December 31:
|
Capital Leases
|
||
2013
|
$
|
1,489
|
|
2014
|
1,007
|
|
|
2015
|
289
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
Thereafter
|
—
|
|
|
Total future minimum lease payments
|
2,785
|
|
|
Less: amount representing interest
|
(175
|
)
|
|
Present value of minimum lease payments
|
2,610
|
|
|
Less: current portion
|
(1,366
|
)
|
|
Long-term portion
|
$
|
1,244
|
|
Years ending December 31:
|
Operating
Leases -
Facilities
|
|
Operating
Leases -
Land
|
|
Total
Operating
Leases
|
||||||
2013
|
$
|
6,463
|
|
|
$
|
161
|
|
|
$
|
6,624
|
|
2014
|
6,610
|
|
|
162
|
|
|
6,772
|
|
|||
2015
|
6,738
|
|
|
162
|
|
|
6,900
|
|
|||
2016
|
6,729
|
|
|
162
|
|
|
6,891
|
|
|||
2017
|
6,598
|
|
|
162
|
|
|
6,760
|
|
|||
Thereafter
|
2,786
|
|
|
1,556
|
|
|
4,342
|
|
|||
Total future minimum lease payments
|
$
|
35,924
|
|
|
$
|
2,365
|
|
|
$
|
38,289
|
|
|
|||||||
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Credit facilities
|
$
|
12,409
|
|
|
$
|
18,852
|
|
Notes payable
|
1,572
|
|
|
3,113
|
|
||
Convertible notes
|
25,000
|
|
|
—
|
|
||
Related party convertible notes
|
39,033
|
|
|
—
|
|
||
Loans payable
|
26,150
|
|
|
19,359
|
|
||
Total debt
|
104,164
|
|
|
41,324
|
|
||
Less: current portion
|
(3,325
|
)
|
|
(28,049
|
)
|
||
Long-term debt
|
$
|
100,839
|
|
|
$
|
13,275
|
|
•
|
The Company would share with FINEP the costs associated with the FINEP Project. At a minimum, the Company would contribute from its own funds approximately
R$14.5 million
(approximately
US$7.1 million
based on the exchange rate as of
December 31, 2012
) of which
R$11.1 million
was to be contributed prior to the release of the second disbursement. As of
December 31, 2012
, all four disbursements were completed and for its part, the Company has fulfilled all of its cost sharing obligations;
|
•
|
After the release of the first disbursement, prior to any subsequent drawdown from the FINEP Credit Facility, the Company was required to provide bank letters of guarantee of up to
R$3.3 million
in aggregate (approximately
US$1.6 million
based on the exchange rate as of
December 31, 2012
). On December 17, 2012 and prior to release of the second disbursement on December 26, 2012, the Company obtained the required bank letter of guarantees from Banco ABC Brasil, S.A.
|
•
|
Amounts released from the FINEP Credit Facility must be completely used by the Company towards the FINEP Project within
30
months after the contract execution.
|
•
|
As part of an initial closing under the purchase agreement (which initial closing was completed in two installments), (i) on
July 30, 2012
, the Company sold a
1.5%
Senior Unsecured Convertible Note Due 2017 to Total in the face amount of
$38.3 million
, including
$15.0 million
in new funds and
$23.3 million
in previously-provided diesel research and development funding by Total, and (ii) on
September 14, 2012
, the Company sold another note (in the same form) for
$15.0 million
in new funds from Total.
|
•
|
The purchase agreement provides that additional notes may be sold in subsequent closings in
July 2013
(for cash proceeds to the Company of
$30.0 million
) and
July 2014
(for cash proceeds to the Company of
$21.7 million
, which would be settled in an initial installment of
$10.85 million
payable at such closing and a second installment of
$10.85 million
payable in
January 2015
).
|
Years ending December 31:
|
Related Party Convertible Debt
|
|
Convertible Debt
|
|
Notes Payable
|
|
Loans Payable
|
|
Credit Facility
|
||||||||||
2013
|
$
|
—
|
|
|
$
|
760
|
|
|
$
|
351
|
|
|
$
|
1,958
|
|
|
$
|
3,175
|
|
2014
|
—
|
|
|
760
|
|
|
379
|
|
|
2,970
|
|
|
2,926
|
|
|||||
2015
|
—
|
|
|
765
|
|
|
379
|
|
|
4,456
|
|
|
2,774
|
|
|||||
2016
|
—
|
|
|
760
|
|
|
381
|
|
|
4,286
|
|
|
2,623
|
|
|||||
2017
|
51,627
|
|
|
25,125
|
|
|
384
|
|
|
4,110
|
|
|
2,393
|
|
|||||
Thereafter
|
—
|
|
|
—
|
|
|
154
|
|
|
16,426
|
|
|
612
|
|
|||||
Total future minimum payments
|
51,627
|
|
|
28,170
|
|
|
2,028
|
|
|
34,206
|
|
|
14,503
|
|
|||||
Less: amount representing interest
|
(12,594
|
)
|
|
(3,170
|
)
|
|
(456
|
)
|
|
(8,056
|
)
|
|
(2,094
|
)
|
|||||
Present value of minimum debt payments
|
39,033
|
|
|
25,000
|
|
|
1,572
|
|
|
26,150
|
|
|
12,409
|
|
|||||
Less: current portion
|
—
|
|
|
—
|
|
|
(311
|
)
|
|
(556
|
)
|
|
(2,458
|
)
|
|||||
Noncurrent portion of debt
|
$
|
39,033
|
|
|
$
|
25,000
|
|
|
$
|
1,261
|
|
|
$
|
25,594
|
|
|
$
|
9,951
|
|
Balance as of December 31, 2009
|
$
|
5,506
|
|
Proceeds from redeemable noncontrolling interest
|
7,041
|
|
|
Conversion of shares of Amyris Brasil S.A. subsidiary held by third parties into common stock
|
(11,870
|
)
|
|
Foreign currency translation adjustment
|
217
|
|
|
Net loss
|
(894
|
)
|
|
Balance as of December 31, 2010
|
$
|
—
|
|
|
2012
|
|
2011
|
||||
Balance at January 1
|
$
|
(240
|
)
|
|
$
|
2
|
|
Addition to noncontrolling interest
|
—
|
|
|
369
|
|
||
Foreign currency translation adjustment
|
257
|
|
|
30
|
|
||
Loss attributable to noncontrolling interest
|
(894
|
)
|
|
(641
|
)
|
||
Balance at December 31
|
$
|
(877
|
)
|
|
$
|
(240
|
)
|
•
|
For a “Go” decision by Total with respect to the whole Program, the parties would form the Fuels JV and the notes would be canceled.
|
•
|
For a “No-Go” decision by Total with respect to the whole Program, the consequences would be as described in the paragraph above regarding a decision by Total not to continue to fund the Program.
|
•
|
For a decision by Total to proceed with the jet fuel component of the Program and not the diesel component of the Program,
70%
of the principal amount outstanding under the notes would remain outstanding and become payable by the Company and
30%
of the outstanding principal of such notes would be canceled, the diesel product would no longer be included in the collaboration, the Fuels JV would not receive rights to products for use in diesel fuels, and the Fuels JV would be formed by the parties to commercialize products for use in jet fuels.
|
Purchase Consideration:
|
|
|
||
(in thousands)
|
|
|
||
Fair value of common stock issued to Draths
|
|
$
|
7,000
|
|
Cash paid to Draths
|
|
2,934
|
|
|
Total purchase consideration
|
|
$
|
9,934
|
|
Allocation of Purchase Price:
|
|
|
||
(in thousands)
|
|
|
||
Property and Equipment
|
|
$
|
713
|
|
Other
|
|
101
|
|
|
In-process research and development
|
|
8,560
|
|
|
Goodwill
|
|
560
|
|
|
Total purchase consideration
|
|
$
|
9,934
|
|
|
|
|
|
Exercise
Price per Share
|
|
Shares as of
|
||||||
Underlying Stock
|
|
Expiration Date
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
Common Stock
|
|
1/31/2018
|
|
$
|
24.88
|
|
|
—
|
|
|
2,884
|
|
Common Stock
|
|
9/23/2018
|
|
$
|
25.26
|
|
|
—
|
|
|
2,252
|
|
Common Stock
|
|
12/23/2021
|
|
$
|
10.67
|
|
|
21,087
|
|
|
21,087
|
|
Total
|
|
|
|
|
|
21,087
|
|
|
26,223
|
|
|
|
|
Number
Outstanding
|
|
Weighted -
Average
Exercise
Price
|
|
Weighted -
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
|||||
Outstanding - December 31, 2011
|
|
8,377,016
|
|
|
$
|
14.05
|
|
|
7.9
|
|
$
|
29,127
|
|
|
|
Options granted
|
|
3,592,593
|
|
|
$
|
3.49
|
|
|
|
|
|
||
|
Options exercised
|
|
(866,203
|
)
|
|
$
|
0.72
|
|
|
|
|
|
||
|
Options cancelled
|
|
(2,156,814
|
)
|
|
$
|
15.78
|
|
|
|
|
|
||
Outstanding - December 31, 2012
|
|
8,946,592
|
|
|
$
|
9.07
|
|
|
7.5
|
|
$
|
954
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Vested and expected to vest after December 31, 2012
|
|
8,281,330
|
|
|
$
|
9.18
|
|
|
7.3
|
|
$
|
893
|
|
|
Exercisable at December 31, 2012
|
|
4,134,023
|
|
|
$
|
9.94
|
|
|
5.8
|
|
$
|
575
|
|
|
|
RSUs
|
|
Weighted Average Grant-Date Fair Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
||||
Outstanding - December 31, 2011
|
375,189
|
|
|
$
|
29.84
|
|
|
1.4
|
|
|
Awarded
|
|
2,966,900
|
|
|
$
|
3.45
|
|
|
—
|
|
Vested
|
|
(415,792
|
)
|
|
$
|
13.47
|
|
|
—
|
|
Forfeited
|
|
(375,498
|
)
|
|
$
|
10.28
|
|
|
—
|
|
Outstanding - December 31, 2012
|
2,550,799
|
|
|
$
|
7.92
|
|
|
1.3
|
|
|
Expected to vest after December 31, 2012
|
2,237,365
|
|
|
$
|
7.92
|
|
|
1.2
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Price
|
Number of Options
|
|
Weighted -
Average
Remaining
Contractual Life
(Years)
|
|
Weighted Average Exercise Price
|
|
Number of Options
|
|
Weighted Average Exercise Price
|
||||||
$0.10—$2.76
|
1,129,158
|
|
|
8.1
|
|
$
|
2.31
|
|
|
279,345
|
|
|
$
|
1.06
|
|
$3.04—$3.55
|
768,990
|
|
|
9.7
|
|
$
|
3.12
|
|
|
10,936
|
|
|
$
|
3.13
|
|
$3.86—$3.86
|
1,424,649
|
|
|
8.9
|
|
$
|
3.86
|
|
|
296,482
|
|
|
$
|
3.86
|
|
$3.93—$3.93
|
1,198,288
|
|
|
3.9
|
|
$
|
3.93
|
|
|
1,152,673
|
|
|
$
|
3.93
|
|
$4.06—$9.32
|
1,351,331
|
|
|
6.8
|
|
$
|
6.37
|
|
|
799,576
|
|
|
$
|
6.38
|
|
$10.44—$14.28
|
326,936
|
|
|
7.2
|
|
$
|
12.61
|
|
|
190,964
|
|
|
$
|
13.51
|
|
$16.00—$16.00
|
1,174,667
|
|
|
8.0
|
|
$
|
16.00
|
|
|
531,966
|
|
|
$
|
16.00
|
|
$16.50—$20.41
|
959,303
|
|
|
7.0
|
|
$
|
18.72
|
|
|
552,878
|
|
|
$
|
18.77
|
|
$24.20—$27.13
|
533,270
|
|
|
7.5
|
|
$
|
26.32
|
|
|
272,539
|
|
|
$
|
26.15
|
|
$30.17—$30.17
|
80,000
|
|
|
8.2
|
|
$
|
30.17
|
|
|
46,664
|
|
|
$
|
30.17
|
|
$0.10—$30.17
|
8,946,592
|
|
|
7.5
|
|
$
|
9.07
|
|
|
4,134,023
|
|
|
$
|
9.94
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Research and development
|
$
|
6,451
|
|
|
$
|
6,345
|
|
|
$
|
2,161
|
|
Sales, general and administrative
|
21,022
|
|
|
19,147
|
|
|
8,271
|
|
|||
Total stock-based compensation expense
|
$
|
27,473
|
|
|
$
|
25,492
|
|
|
$
|
10,432
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Research and development
|
$
|
6,442
|
|
|
$
|
6,306
|
|
|
$
|
2,086
|
|
Sales, general and administrative
|
20,887
|
|
|
18,288
|
|
|
5,696
|
|
|||
Total stock-based compensation expense
|
$
|
27,329
|
|
|
$
|
24,594
|
|
|
$
|
7,782
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
1.1
|
%
|
|
2.3
|
%
|
|
2.5
|
%
|
Expected term (in years)
|
6.0
|
|
|
5.8
|
|
|
6.0
|
|
Expected volatility
|
77
|
%
|
|
86
|
%
|
|
96
|
%
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
1.4
|
%
|
|
2.1
|
%
|
|
3.2
|
%
|
Expected term (in years)
|
7.0
|
|
|
7.8
|
|
|
8.6
|
|
Expected volatility
|
77
|
%
|
|
86
|
%
|
|
95
|
%
|
|
Exit
Costs
|
|
Deferred
Rent
|
|
Total
|
||||||
Accrued restructuring as of December 31, 2009
|
$
|
5,078
|
|
|
$
|
—
|
|
|
$
|
5,078
|
|
Cash payments
|
(906
|
)
|
|
—
|
|
|
(906
|
)
|
|||
Accretion expense
|
395
|
|
|
—
|
|
|
395
|
|
|||
Reversal of restructuring liability
|
(2,061
|
)
|
|
(2,506
|
)
|
|
(4,567
|
)
|
|||
Accrued restructuring as of December 31, 2010
|
$
|
2,506
|
|
|
$
|
(2,506
|
)
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
(146,028
|
)
|
|
$
|
(140,153
|
)
|
|
$
|
(67,525
|
)
|
Foreign
|
(59,024
|
)
|
|
(38,806
|
)
|
|
(15,265
|
)
|
|||
Loss before income taxes
|
$
|
(205,052
|
)
|
|
$
|
(178,959
|
)
|
|
$
|
(82,790
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
981
|
|
|
727
|
|
|
—
|
|
|||
Total current provision (benefit)
|
981
|
|
|
727
|
|
|
—
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
(150
|
)
|
|
—
|
|
|||
State
|
—
|
|
|
(25
|
)
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred provision (benefit)
|
—
|
|
|
(175
|
)
|
|
—
|
|
|||
Total provision for income taxes
|
$
|
981
|
|
|
$
|
552
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Statutory tax rate
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
State tax rate, net of federal benefit
|
(0.4
|
)%
|
|
(4.4
|
)%
|
|
(1.6
|
)%
|
Stock-based compensation
|
0.2
|
%
|
|
0.6
|
%
|
|
0.3
|
%
|
Federal R&D credit
|
—
|
%
|
|
(0.8
|
)%
|
|
(0.8
|
)%
|
Other
|
1.6
|
%
|
|
(0.7
|
)%
|
|
1.6
|
%
|
Foreign losses
|
(5.8
|
)%
|
|
(5.4
|
)%
|
|
—
|
%
|
Change in valuation allowance
|
38.8
|
%
|
|
45.0
|
%
|
|
34.5
|
%
|
Effective income tax rate
|
0.4
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|
December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net operating loss carryforwards
|
$
|
145,324
|
|
|
$
|
103,390
|
|
|
$
|
56,615
|
|
Fixed assets
|
—
|
|
|
—
|
|
|
340
|
|
|||
Research and development credits
|
7,259
|
|
|
5,937
|
|
|
3,325
|
|
|||
Foreign Tax Credit
|
1,782
|
|
|
801
|
|
|
—
|
|
|||
Accruals and reserves
|
15,997
|
|
|
12,150
|
|
|
2,257
|
|
|||
Stock-based compensation
|
15,882
|
|
|
11,351
|
|
|
4,316
|
|
|||
Capitalized start-up costs
|
16,070
|
|
|
22,974
|
|
|
8,993
|
|
|||
Capitalized research and development costs
|
26,850
|
|
|
—
|
|
|
—
|
|
|||
Other
|
7,649
|
|
|
2,904
|
|
|
225
|
|
|||
Total deferred tax assets
|
236,813
|
|
|
159,507
|
|
|
76,071
|
|
|||
Fixed assets
|
(525
|
)
|
|
(2,742
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred tax liabilities
|
(525
|
)
|
|
(2,742
|
)
|
|
—
|
|
|||
Net deferred tax asset prior to valuation allowance
|
236,288
|
|
|
156,765
|
|
|
76,071
|
|
|||
Less: Valuation allowance
|
(236,288
|
)
|
|
(156,765
|
)
|
|
(76,071
|
)
|
|||
Net deferred tax assets (liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance at December 31, 2010
|
1,734
|
|
|
Increases in tax positions for prior period
|
—
|
|
|
Increases in tax positions during current period
|
1,369
|
|
|
Balance at December 31, 2011
|
$
|
3,103
|
|
Increases in tax positions for prior period
|
82
|
|
|
Increases in tax positions during current period
|
733
|
|
|
Balance at December 31, 2012
|
$
|
3,918
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
49,111
|
|
|
$
|
141,098
|
|
|
$
|
80,311
|
|
Brazil
|
3,786
|
|
|
141
|
|
|
—
|
|
|||
Europe
|
16,461
|
|
|
5,695
|
|
|
—
|
|
|||
Asia
|
4,336
|
|
|
57
|
|
|
—
|
|
|||
Total
|
$
|
73,694
|
|
|
$
|
146,991
|
|
|
$
|
80,311
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
United States
|
$
|
70,273
|
|
|
$
|
76,108
|
|
Brazil
|
90,982
|
|
|
48,240
|
|
||
Europe
|
1,866
|
|
|
3,753
|
|
||
Total
|
$
|
163,121
|
|
|
$
|
128,101
|
|
•
|
Reduce the conversion price for the senior unsecured convertible promissory notes to be issued in connection with such funding from
$7.0682
per share to a price per share equal to the greater of (i) the consolidated closing bid price of the Company's common stock on the date of the letter agreement, plus
$0.01
, and (ii)
$3.08
per share, provided that the conversion price will not be reduced by more than the maximum possible amount permitted under the NASDAQ rules such that the new conversion price would require the Company to obtain stockholder consent; and
|
•
|
Grant Total a senior security interest in the Company's intellectual property, subject to certain exclusions and subject to release by Total when the Company and Total enter into final documentation regarding the establishment of the Fuels JV.
|
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(In thousands, except share and
per share amounts)
|
||||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
29,469
|
|
|
$
|
19,263
|
|
|
$
|
19,108
|
|
|
$
|
5,854
|
|
Product sales
|
$
|
26,307
|
|
|
$
|
15,580
|
|
|
$
|
4,728
|
|
|
$
|
3,023
|
|
Gross profit (loss) from product sales
|
$
|
(17,504
|
)
|
|
$
|
(8,056
|
)
|
|
$
|
284
|
|
|
$
|
(2,400
|
)
|
Net loss attributable to common stockholders
|
$
|
(94,548
|
)
|
|
$
|
(46,806
|
)
|
|
$
|
(20,293
|
)
|
|
$
|
(43,492
|
)
|
Net loss per share—basic and diluted
|
$
|
(1.88
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.72
|
)
|
Shares used in calculation—basic and diluted
|
50,214,192
|
|
|
57,442,834
|
|
|
58,964,226
|
|
|
60,187,256
|
|
||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
37,174
|
|
|
$
|
32,002
|
|
|
$
|
36,276
|
|
|
$
|
41,539
|
|
Product sales
|
$
|
34,020
|
|
|
$
|
27,816
|
|
|
$
|
31,162
|
|
|
$
|
36,839
|
|
Gross profit (loss) from product sales
|
$
|
(362
|
)
|
|
$
|
(1,320
|
)
|
|
$
|
(4,567
|
)
|
|
$
|
(19,529
|
)
|
Net loss attributable to common stockholders
|
$
|
(33,137
|
)
|
|
$
|
(42,615
|
)
|
|
$
|
(43,690
|
)
|
|
$
|
(59,428
|
)
|
Net loss per share—basic and diluted
|
$
|
(0.76
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.30
|
)
|
Shares used in calculation—basic and diluted
|
43,851,142
|
|
|
44,626,721
|
|
|
45,031,613
|
|
|
45,663,667
|
|
•
|
Pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of our company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurances regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.
|
•
|
Proposal 1—Election of Directors
|
•
|
Corporate Governance
|
•
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
•
|
Executive Compensation
|
•
|
Director Compensation
|
•
|
Compensation Committee Interlocks and Insider Participation
|
•
|
Security Ownership of Certain Beneficial Owners and Management
|
•
|
Equity Compensation Plan Information
|
•
|
Transactions with Related Persons
|
•
|
Proposal 1—Election of Directors—Independence of Directors
|
•
|
Proposal 1—Election of Directors—Committees of the Board
|
(a)
|
The following documents are filed as part of this report on Form 10-K:
|
|
|
Balance at
Beginning
of Period
|
|
Additions
|
|
Write-off/
Adjustments
|
|
Balance
at End of
Period
|
||||||||
Deferred Tax Assets Valuation Allowance:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2012
|
|
$
|
156,765
|
|
|
$
|
79,523
|
|
|
$
|
—
|
|
|
$
|
236,288
|
|
Year ended December 31, 2011
|
|
$
|
76,071
|
|
|
$
|
80,694
|
|
|
$
|
—
|
|
|
$
|
156,765
|
|
Year ended December 31, 2010
|
|
$
|
47,799
|
|
|
$
|
28,272
|
|
|
$
|
—
|
|
|
$
|
76,071
|
|
|
|
Balance at
Beginning of Period |
|
Additions
|
|
Write-off/
Adjustments |
|
Balance
at End of Period |
||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2012
|
|
$
|
245
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
481
|
|
Year ended December 31, 2011
|
|
$
|
—
|
|
|
$
|
245
|
|
|
$
|
—
|
|
|
$
|
245
|
|
Year ended December 31, 2010
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(b)
|
Exhibits.
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
3.01
|
Restated Certificate of Incorporation
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.01
|
|
|
3.02
|
Restated Bylaws
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.02
|
|
|
4.01
|
Form of Stock Certificate
|
|
S-1
|
|
333-166135
|
|
July 6, 2010
|
|
4.01
|
|
|
4.02
|
Amended and Restated Investors’ Rights Agreement, dated June 21, 2010, among registrant and its security holders listed therein
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
4.02
|
|
|
4.03
|
First Amendment to Amended and Restated Investors' Rights Agreement, dated February 23, 2012, among registrant and registrant's security holders listed therein
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.06
|
|
|
4.04
|
Amendment No. 2 to Amended and Restated Investors' Rights Agreement, dated December 24, 2012, among registrant and registrant's security holders listed therein
|
|
|
|
|
|
|
|
|
|
X
|
4.05
|
Warrant to Purchase Stock, dated December 23, 2011, issued to ATEL Ventures, Inc.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
4.07
|
|
|
4.06
|
Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
4.19
|
|
|
4.07
|
Securities Purchase Agreement, dated February 22, 2012, among registrant and certain investors listed therein
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
4.01
|
|
|
4.08
|
Agreement, dated February 23, 2012, among registrant, Maxwell (Mauritius) Pte Ltd, Naxyris SA, Biolding Investment SA and Sualk Capital Ltd.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
4.02
|
|
|
4.09
|
Securities Purchase Agreement, dated February 24, 2012, among registrant and certain investment funds affiliated with Fidelity Investments Institutional Services Company, Inc. listed therein (each a "Fidelity Purchaser")
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.02
|
|
|
4.10
|
Form of Unsecured Senior Convertible Promissory Note issued by registrant to the Fidelity Purchasers in the amounts set forth next to each Fidelity Purchaser's name on Schedule I of Exhibit 4.09 hereof
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.03
|
|
|
4.11
|
Registration Rights Agreement, dated February 27, 2012, among registrant and the Fidelity Purchasers
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.04
|
|
|
4.12
a
|
Form of Common Stock Purchase Agreement among registrant and certain investors
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
4.01
|
|
|
4.13
|
Securities Purchase Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.01
|
|
|
4.14
b
|
1.5% Senior Unsecured Convertible Notes, dated July 30, 2012, September 14, 2012 and December 24, 2012, respectively, issued by registrant to Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.02
|
|
b
|
4.15
|
Registration Rights Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.03
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
4.16
d
|
Securities Purchase Agreement, dated December 24, 2012, between registrant and certain investors listed therein
|
|
|
|
|
|
|
|
|
|
X
|
4.17
d
|
Follow-On Investment Agreement, dated December 24, 2012, between registrant and Biolding Investment SA
|
|
|
|
|
|
|
|
|
|
X
|
10.01
|
Form of Indemnity Agreement between registrant and its directors and officers
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
10.01
|
|
|
10.02
c
|
Uncommitted Facility Letter, dated November 25, 2008, between BNP Paribas and Amyris Fuels, Inc.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.02
|
|
|
10.03
c
|
Amendment to Uncommitted Facility Letter, dated October 7, 2009, among registrant, BNP Paribas and Amyris Fuels, LLC
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.03
|
|
|
10.04
|
Amendment No. 2 to Uncommitted Facility Letter, dated March 8, 2010, among registrant, BNP Paribas and Amyris Fuels, LLC
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.04
|
|
|
10.05
|
Amendment No. 3 to Uncommitted Credit Facility Letter, dated February 7, 2011, among registrant, BNP Paribas and Amyris Fuels, LLC
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.03
|
|
|
10.06
|
Amendment No. 4 to Uncommitted Credit Facility Letter, dated May 24, 2011, among registrant, BNP Paribas and Amyris Fuels, LLC
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.04
|
|
|
10.07
|
Amendment to Uncommitted Facility Letter, dated April 17, 2012, among registrant, BNP Paribas and Amyris Fuels, LLC
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.05
|
|
|
10.08
|
Assistance Agreement, dated December 30, 2009, as modified by Assistance Agreement dated March 26, 2010, between registrant and the U.S. Department of Energy, together with schedules and supplements thereto
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.09
|
|
|
10.09
|
Modification No. 2, dated April 19, 2010, to Assistance Agreement between registrant and the U.S. Department of Energy
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.13
|
|
|
10.10
|
Modification Nos. 3-8 to Assistance Agreement between registrant and the U.S. Department of Energy
|
|
|
|
|
|
|
|
|
|
X
|
10.11
c
|
Technology Investment Agreement, dated June 11, 2012, between registrant and The Defense Advanced Research Projects Agency (DARPA)
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.08
|
|
|
10.12
ce
|
Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.11
|
|
|
10.13
c
|
Corporate Guarantee, dated November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.12
|
|
|
10.14
e
|
Bank Credit Agreement, dated December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.13
|
|
|
10.15
e
|
Addendum to the Banking Credit Form, dated February 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
10.02
|
|
|
10.16
e
|
Addendum to the Banking Credit Form, dated May 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.02
|
|
|
10.17
e
|
Note of Bank Credit, dated June 21, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.03
|
|
|
10.18
ce
|
Global Derivatives Contract (swap agreement), dated June 15, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.04
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.19
ce
|
Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Nossa Caixa Desenvolvimento
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.01
|
|
|
10.20
ce
|
Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.02
|
|
|
10.21
e
|
Fiduciary Conveyance of Movable Goods Agreement, dated July 13, 2012, among Amyris Brasil Ltda., Nossa Caixa Desenvolvimento and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.03
|
|
|
10.22
|
Corporate Guarantee, dated July 13, 2012, issued by registrant to Nossa Caixa Desenvolvimento
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.04
|
|
|
10.23
|
Corporate Guarantee, dated July 13, 2012, issued by registrant to Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.05
|
|
|
10.24
c
|
Revolving Credit Facility letter agreement, dated December 23, 2010, between registrant and Bank of the West
|
|
10-K/A
|
|
001-34885
|
|
May 2, 2012
|
|
10.14
|
|
|
10.25
|
Letter agreement, dated May 3, 2012, amending Revolving Credit Facility dated December 23, 2010, between registrant and Bank of the West
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.06
|
|
|
10.26
|
Letter agreement, dated June 20, 2012, terminating Revolving Credit Facility dated December 23, 2010, as amended, between registrant and Bank of the West
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.07
|
|
|
10.27
c
|
Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.14
|
|
|
10.28
c
|
Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.17
|
|
|
10.29
c
|
Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.46
|
|
|
10.30
|
Letter agreement, dated January 11, 2011, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
10-Q
|
|
001-34885
|
|
May 11, 2011
|
|
10.01
|
|
|
10.31
c
|
First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between Amyris and Total Gas & Power USA SAS
|
|
10-K/A
|
|
001-34885
|
|
May 2, 2012
|
|
10.19
|
|
|
10.32
c
|
Master Framework Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.06
|
|
|
10.33
c
|
Second Amendment to the Technology License, Development, Research and Collaboration Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.07
|
|
|
10.34
c
|
Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.01
|
|
|
10.35
c
|
Shareholders' Agreement, dated June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A.
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.02
|
|
|
10.36
ce
|
Agreement for the Supply of Sugarcane Juice and Other Utilities, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
10.06
|
|
|
10.37
de
|
Lease Agreement, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.63
f
|
Separation agreement, dated June 18, 2012, between registrant and Neil Renninger
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.15
|
|
|
10.64
f
|
Offer letter, dated December 21, 2010, between registrant and James Richardson
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.09
|
|
|
10.65
f
|
Separation agreement, dated April 5, 2012, between registrant and James Richardson
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.11
|
|
|
10.66
f
|
Offer Letter, dated January 24, 2005, between registrant and Tamara Tompkins
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.35
|
|
|
10.67
f
|
Amendment, dated January 15, 2009, between registrant and Tamara Tompkins
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.36
|
|
|
10.68
f
|
Separation agreement, dated May 1, 2012, between registrant and Tamara Tompkins
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.12
|
|
|
10.69
f
|
2005 Stock Option/Stock Issuance Plan
|
|
10-Q
|
|
001-34885
|
|
November 9, 2011
|
|
10.02
|
|
|
10.70
f
|
Form of Notice of Grant of Stock Option under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.38
|
|
|
10.71
f
|
Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.39
|
|
|
10.72
f
|
Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.40
|
|
|
10.73
f
|
Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.41
|
|
|
10.74
f
|
Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.42
|
|
|
10.75
f
|
Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.43
|
|
|
10.76
f
|
Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.44
|
|
|
10.77
f
|
2010 Equity Incentive Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
June 23, 2010
|
|
10.46
|
|
|
10.78
f
|
2010 Employee Stock Purchase Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.45
|
|
|
10.79
fg
|
Compensation arrangements between registrant and its non-employee directors
|
|
|
|
|
|
|
|
|
|
g
|
10.80
fh
|
Compensation arrangements between registrant and its executive officers
|
|
|
|
|
|
|
|
|
|
h
|
21.01
|
List of subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
23.01
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
X
|
24.01
|
Power of Attorney (see signature page to this Form 10-K)
|
|
|
|
|
|
|
|
|
|
X
|
31.01
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.02
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.01
i
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.02
i
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
101
j
|
The following materials from registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
X
|
a
|
Substantially identical Common Stock Purchase Agreements, each dated May 18, 2012, were entered into with five separate investors. Registrant has filed the form of such Common Stock Purchase Agreements, which is substantially identical in all material respects to all of such Common Stock Purchase Agreements, except as to the parties thereto and the number of shares.
|
b
|
Registrant issued substantially identical 1.5% Senior Unsecured Convertible Notes (the "Notes") to Total Gas & Power USA, SAS on separate dates. Registrant has filed the first of the Notes (number R-1), and has included, with such exhibit, a schedule (updated Schedule A to Exhibit 4.02) identifying each of the Notes and setting forth the material details in which the other Note(s) differ from the filed Note (i.e., the dates of issuance and the amounts of the Notes).
|
c
|
Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted.
|
d
|
Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.
|
e
|
Translation to English from Portuguese in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
|
f
|
Indicates management contract or compensatory plan or arrangement.
|
g
|
Description contained under the heading "Director Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 12, 2012 is incorporated herein by reference.
|
h
|
Descriptions contained under the heading "Executive Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 12, 2012.
|
i
|
This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
j
|
Pursuant to applicable securities laws and regulations, registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.
|
(c)
|
Financial statements and schedules.
|
Dated: March 28, 2013
|
Amyris, Inc.
|
|
|
|
/s/ J
OHN
G. M
ELO
|
|
John G. Melo
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOHN MELO
John Melo
|
|
Director, President and Chief Executive Officer
(Principal Executive Officer)
|
|
March 28, 2013
|
|
|
|
|
|
/s/ STEVEN MILLS
Steven Mills
|
|
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
|
March 28, 2013
|
|
|
|
|
|
/s/ RALPH ALEXANDER
Ralph Alexander
|
|
Director
|
|
March 28, 2013
|
|
|
|
|
|
/s/ PHILIPPE BOISSEAU
Philippe Boisseau
|
|
Director
|
|
March 28, 2013
|
|
|
|
|
|
/
S
/ NAM-HAI CHUA
Nam-Hai Chua
|
|
Director
|
|
March 28, 2013
|
|
|
|
|
|
/
S
/ JOHN DOERR
John Doerr
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Director
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March 28, 2013
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/s/ GEOFFREY DUYK
Geoffrey Duyk
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Director
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March 28, 2013
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/s/ ARTHUR LEVINSON
Arthur Levinson
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Director
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March 28, 2013
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/s/ PATRICK PICHETTE
Patrick Pichette
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Director
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March 28, 2013
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/s/ CAROLE PIWNICA
Carole Piwnica
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Director
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March 28, 2013
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/s/ FERNANDO REINACH
Fernando Reinach
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Director
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March 28, 2013
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/s/ HH SHEIKH ABDULLAH BIN KHALIFA AL THANI
HH Sheikh Abdullah bin Khalifa Al Thani
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Director
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March 28, 2013
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Exhibit
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Previously Filed
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Filed
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||||||
No.
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Description
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Form
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File No.
|
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Filing Date
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Exhibit
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Herewith
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3.01
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Restated Certificate of Incorporation
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10-Q
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001-34885
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November 10, 2010
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3.01
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3.02
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Restated Bylaws
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10-Q
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001-34885
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November 10, 2010
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3.02
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4.01
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Form of Stock Certificate
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S-1
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333-166135
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July 6, 2010
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4.01
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4.02
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Amended and Restated Investors’ Rights Agreement, dated June 21, 2010, among registrant and its security holders listed therein
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S-1
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333-166135
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June 23, 2010
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4.02
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4.03
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First Amendment to Amended and Restated Investors' Rights Agreement, dated February 23, 2012, among registrant and registrant's security holders listed therein
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S-3
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333-180005
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March 9, 2012
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4.06
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4.04
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Amendment No. 2 to Amended and Restated Investors' Rights Agreement, dated December 24, 2012, among registrant and registrant's security holders listed therein
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X
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4.05
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Warrant to Purchase Stock, dated December 23, 2011, issued to ATEL Ventures, Inc.
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10-K
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001-34885
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February 28, 2012
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4.07
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4.06
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Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS
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S-1
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333-166135
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June 23, 2010
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4.19
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4.07
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Securities Purchase Agreement, dated February 22, 2012, among registrant and certain investors listed therein
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10-Q
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001-34885
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May 9, 2012
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4.01
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4.08
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Agreement, dated February 23, 2012, among registrant, Maxwell (Mauritius) Pte Ltd, Naxyris SA, Biolding Investment SA and Sualk Capital Ltd.
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10-Q
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001-34885
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May 9, 2012
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4.02
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4.09
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Securities Purchase Agreement, dated February 24, 2012, among registrant and certain investment funds affiliated with Fidelity Investments Institutional Services Company, Inc. listed therein (each a "Fidelity Purchaser")
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S-3
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333-180005
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March 9, 2012
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4.02
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4.10
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Form of Unsecured Senior Convertible Promissory Note issued by registrant to the Fidelity Purchasers in the amounts set forth next to each Fidelity Purchaser's name on Schedule I of Exhibit 4.09 hereof
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S-3
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333-180005
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March 9, 2012
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4.03
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4.11
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Registration Rights Agreement, dated February 27, 2012, among registrant and the Fidelity Purchasers
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S-3
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333-180005
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March 9, 2012
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4.04
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4.12
a
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Form of Common Stock Purchase Agreement among registrant and certain investors
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10-Q
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001-34885
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|
August 8, 2012
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|
4.01
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|
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4.13
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Securities Purchase Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
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10-Q
|
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001-34885
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|
November 9, 2012
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4.01
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4.14
b
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1.5% Senior Unsecured Convertible Notes, dated July 30, 2012, September 14, 2012 and December 24, 2012, respectively, issued by registrant to Total Gas & Power USA, SAS
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10-Q
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001-34885
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November 9, 2012
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4.02
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b
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4.15
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Registration Rights Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
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10-Q
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001-34885
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November 9, 2012
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4.03
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Exhibit
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Previously Filed
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Filed
|
||||||
No.
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Description
|
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Form
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File No.
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Filing Date
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|
Exhibit
|
|
Herewith
|
4.16
d
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Securities Purchase Agreement, dated December 24, 2012, between registrant and certain investors listed therein
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X
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4.17
d
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Follow-On Investment Agreement, dated December 24, 2012, between registrant and Biolding Investment SA
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X
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10.01
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Form of Indemnity Agreement between registrant and its directors and officers
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S-1
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333-166135
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June 23, 2010
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10.01
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10.02
c
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Uncommitted Facility Letter, dated November 25, 2008, between BNP Paribas and Amyris Fuels, Inc.
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|
S-1
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333-166135
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August 31, 2010
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10.02
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10.03
c
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Amendment to Uncommitted Facility Letter, dated October 7, 2009, among registrant, BNP Paribas and Amyris Fuels, LLC
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S-1
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333-166135
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August 31, 2010
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10.03
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10.04
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Amendment No. 2 to Uncommitted Facility Letter, dated March 8, 2010, among registrant, BNP Paribas and Amyris Fuels, LLC
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S-1
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333-166135
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August 31, 2010
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10.04
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10.05
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Amendment No. 3 to Uncommitted Credit Facility Letter, dated February 7, 2011, among registrant, BNP Paribas and Amyris Fuels, LLC
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10-Q
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001-34885
|
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August 11, 2011
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10.03
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|
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10.06
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Amendment No. 4 to Uncommitted Credit Facility Letter, dated May 24, 2011, among registrant, BNP Paribas and Amyris Fuels, LLC
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10-Q
|
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001-34885
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|
August 11, 2011
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10.04
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|
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10.07
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Amendment to Uncommitted Facility Letter, dated April 17, 2012, among registrant, BNP Paribas and Amyris Fuels, LLC
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10-Q
|
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001-34885
|
|
August 8, 2012
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10.05
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10.08
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Assistance Agreement, dated December 30, 2009, as modified by Assistance Agreement dated March 26, 2010, between registrant and the U.S. Department of Energy, together with schedules and supplements thereto
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S-1
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333-166135
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April 16, 2010
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10.09
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10.09
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Modification No. 2, dated April 19, 2010, to Assistance Agreement between registrant and the U.S. Department of Energy
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S-1
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333-166135
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May 25, 2010
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|
10.13
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10.10
|
Modification Nos. 3-8 to Assistance Agreement between registrant and the U.S. Department of Energy
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X
|
10.11
c
|
Technology Investment Agreement, dated June 11, 2012, between registrant and The Defense Advanced Research Projects Agency (DARPA)
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.08
|
|
|
10.12
ce
|
Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.11
|
|
|
10.13
c
|
Corporate Guarantee, dated November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES
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|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.12
|
|
|
10.14
e
|
Bank Credit Agreement, dated December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
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|
10.13
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|
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10.15
e
|
Addendum to the Banking Credit Form, dated February 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
10.02
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|
|
10.16
e
|
Addendum to the Banking Credit Form, dated May 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.02
|
|
|
10.17
e
|
Note of Bank Credit, dated June 21, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.03
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|
|
10.18
ce
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Global Derivatives Contract (swap agreement), dated June 15, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.04
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|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.19
ce
|
Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Nossa Caixa Desenvolvimento
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.01
|
|
|
10.20
ce
|
Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.02
|
|
|
10.21
e
|
Fiduciary Conveyance of Movable Goods Agreement, dated July 13, 2012, among Amyris Brasil Ltda., Nossa Caixa Desenvolvimento and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.03
|
|
|
10.22
|
Corporate Guarantee, dated July 13, 2012, issued by registrant to Nossa Caixa Desenvolvimento
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.04
|
|
|
10.23
|
Corporate Guarantee, dated July 13, 2012, issued by registrant to Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.05
|
|
|
10.24
c
|
Revolving Credit Facility letter agreement, dated December 23, 2010, between registrant and Bank of the West
|
|
10-K/A
|
|
001-34885
|
|
May 2, 2012
|
|
10.14
|
|
|
10.25
|
Letter agreement, dated May 3, 2012, amending Revolving Credit Facility dated December 23, 2010, between registrant and Bank of the West
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.06
|
|
|
10.26
|
Letter agreement, dated June 20, 2012, terminating Revolving Credit Facility dated December 23, 2010, as amended, between registrant and Bank of the West
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.07
|
|
|
10.27
c
|
Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.14
|
|
|
10.28
c
|
Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.17
|
|
|
10.29
c
|
Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.46
|
|
|
10.30
|
Letter agreement, dated January 11, 2011, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
10-Q
|
|
001-34885
|
|
May 11, 2011
|
|
10.01
|
|
|
10.31
c
|
First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between Amyris and Total Gas & Power USA SAS
|
|
10-K/A
|
|
001-34885
|
|
May 2, 2012
|
|
10.19
|
|
|
10.32
c
|
Master Framework Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.06
|
|
|
10.33
c
|
Second Amendment to the Technology License, Development, Research and Collaboration Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.07
|
|
|
10.34
c
|
Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.01
|
|
|
10.35
c
|
Shareholders' Agreement, dated June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A.
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.02
|
|
|
10.36
ce
|
Agreement for the Supply of Sugarcane Juice and Other Utilities, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
10.06
|
|
|
10.37
de
|
Lease Agreement, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.63
f
|
Separation agreement, dated June 18, 2012, between registrant and Neil Renninger
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.15
|
|
|
10.64
f
|
Offer letter, dated December 21, 2010, between registrant and James Richardson
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.09
|
|
|
10.65
f
|
Separation agreement, dated April 5, 2012, between registrant and James Richardson
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.11
|
|
|
10.66
f
|
Offer Letter, dated January 24, 2005, between registrant and Tamara Tompkins
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.35
|
|
|
10.67
f
|
Amendment, dated January 15, 2009, between registrant and Tamara Tompkins
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.36
|
|
|
10.68
f
|
Separation agreement, dated May 1, 2012, between registrant and Tamara Tompkins
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.12
|
|
|
10.69
f
|
2005 Stock Option/Stock Issuance Plan
|
|
10-Q
|
|
001-34885
|
|
November 9, 2011
|
|
10.02
|
|
|
10.70
f
|
Form of Notice of Grant of Stock Option under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.38
|
|
|
10.71
f
|
Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.39
|
|
|
10.72
f
|
Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.40
|
|
|
10.73
f
|
Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.41
|
|
|
10.74
f
|
Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.42
|
|
|
10.75
f
|
Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.43
|
|
|
10.76
f
|
Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.44
|
|
|
10.77
f
|
2010 Equity Incentive Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
June 23, 2010
|
|
10.46
|
|
|
10.78
f
|
2010 Employee Stock Purchase Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.45
|
|
|
10.79
fg
|
Compensation arrangements between registrant and its non-employee directors
|
|
|
|
|
|
|
|
|
|
g
|
10.80
fh
|
Compensation arrangements between registrant and its executive officers
|
|
|
|
|
|
|
|
|
|
h
|
21.01
|
List of subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
23.01
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
X
|
24.01
|
Power of Attorney (see signature page to this Form 10-K)
|
|
|
|
|
|
|
|
|
|
X
|
31.01
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.02
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.01
i
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.02
i
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
101
j
|
The following materials from registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
X
|
a
|
Substantially identical Common Stock Purchase Agreements, each dated May 18, 2012, were entered into with five separate investors. Registrant has filed the form of such Common Stock Purchase Agreements, which is substantially identical in all material respects to all of such Common Stock Purchase Agreements, except as to the parties thereto and the number of shares.
|
b
|
Registrant issued substantially identical 1.5% Senior Unsecured Convertible Notes (the "Notes") to Total Gas & Power USA, SAS on separate dates. Registrant has filed the first of the Notes (number R-1), and has included, with such exhibit, a schedule (updated Schedule A to Exhibit 4.02) identifying each of the Notes and setting forth the material details in which the other Note(s) differ from the filed Note (i.e., the dates of issuance and the amounts of the Notes).
|
c
|
Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted.
|
d
|
Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.
|
e
|
Translation to English from Portuguese in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
|
f
|
Indicates management contract or compensatory plan or arrangement.
|
g
|
Description contained under the heading "Director Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 12, 2012 is incorporated herein by reference.
|
h
|
Descriptions contained under the heading "Executive Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 12, 2012.
|
i
|
This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
j
|
Pursuant to applicable securities laws and regulations, registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.
|
Note Number
|
Date of Note
|
Amount
|
Conversion Price
|
Comments
|
R-1
|
July 30, 2012
|
$38,300,000
|
$7.0682
|
Note No. R-1 was cancelled pursuant to Securities Purchase Agreement dated December 24, 2012 (Exhibit 4.16 Annual Report on Form 10-K for fiscal 2012 as filed on March 2013). The new issued Note is No. R-3.
|
R-2
|
September 14, 2012
|
$15,000,000
|
$7.0682
|
|
R-3
|
December 24, 2012
|
$33,300,001.04
|
$7.0682
|
|
Purchaser
|
Shares Purchased
|
Cancellation of Indebtedness
|
Cash paid at Closing
|
Total Purchase Price
|
|||||||
Maxwell (Mauritius) Pte Ltd
|
5,033,557
|
|
|
$
|
14,999,999.86
|
|
$
|
14,999,999.86
|
|
||
Biolding Investment SA
|
3,355,704
|
|
|
$
|
9,999,997.92
|
|
$
|
9,999,997.92
|
|
||
Naxyris SA
|
1,677,852
|
|
|
$
|
4,999,998.96
|
|
$
|
4,999,998.96
|
|
||
Foris Ventures, LLC
|
1,677,852
|
|
|
$
|
4,999,998.96
|
|
$
|
4,999,998.96
|
|
||
TPG Biotechnology Partners II, L.P.
|
671,140
|
|
|
$
|
1,999,997.20
|
|
$
|
1,999,997.20
|
|
||
Sualk Capital Ltd
|
83,892
|
|
|
$
|
249,998.16
|
|
$
|
249,998.16
|
|
||
Total Gas & Power USA, SAS
|
1,677,852
|
|
$
|
4,999,998.96
|
|
|
$
|
4,999,998.96
|
|
||
TOTAL
|
14,177,849
|
|
$
|
4,999,998.96
|
|
$
|
37,249,991.06
|
|
$
|
42,249,990.02
|
|
(a)
|
if to the Company, to:
|
(b)
|
if to Investor, to:
|
(a)
|
if to the Company, to:
|
(b)
|
if to Investor, to:
|
1.2
|
If the Shares are to be registered in the name of two or more individuals or are to be community property, check one of the following:
|
1.4
|
Principal Residence Address:
|
1.5
|
Telephone Number:
|
2.1
|
Amount of the proposed investment: $________________________________________
|
2.2
|
Please
initial
which, if any, of the following statements are applicable to you:
|
_____
|
My individual net worth, or my joint net worth with my spouse, exceeds $1,000,000. (NOTE: In computing the amount of net worth, please exclude both the value of your primary residence and the amount of indebtedness that is secured by your primary residence from the computation. However, if the amount of such indebtedness exceeds the value of your primary residence, include the excess (and only the excess) indebtedness amount in the computation of net worth, but still do not include the value of your primary residence in the computation. In addition, include in the computation any amount of such indebtedness, but not the value of your primary residence, that was incurred within 60 days preceding the proposed investment other than in connection with the acquisition of your primary residence.)
|
_____
|
My proposed total investment in the Company is at least $150,000 and does not exceed 10% of my net worth or joint net worth with my spouse.
|
_____
|
I personally have had an individual income in excess of $200,000 in each of the two (2) most recent years and I reasonably expect an income in excess of $200,000 in the current year.
|
_____
|
My joint income with my spouse is in excess of $300,000 in each of the two (2) most recent years and I reasonably expect a joint income in excess of $300,000 in the current year.
|
2.3
|
If you have
not
initialed one of the responses in Question 2.2 above, please answer the following questions:
|
2.4
|
Are you related in any way to any other person who also intends to purchase Shares in this offering? If so, please state the name and nature of the relationship of each such person:
|
2.5
|
If you have used the services of a securities broker or dealer or a finder in submitting subscription documentation for the Shares, please identify the broker, dealer or finder:
|
2.2
|
Is the entity's cash flow from all sources sufficient to satisfy its current needs, including possible contingencies, such that the entity has no need for liquidity in this proposed investment?
|
2.3
|
Was the entity specifically formed for the purpose of investing in the Company?
|
2.4
|
Does the entity have the ability to bear the economic risk of the investment, i.e., can the entity afford to lose its entire investment?
|
2.5
|
Is the entity an employee benefit plan governed by the Employee Retirement Income Security Act of 1974 (a 401(k) Plan, Keogh Plan, pension plan, etc., maintained by an employer for its employees)?
|
_____
|
the plan is a self-directed plan with investment decisions made solely by persons listed in Section 2.6 below or who are individuals, and each such individual has a net worth in excess $1,000,000 or had an individual income in excess of $200,000 in each of the two most recent years and has a reasonable expectation of reaching the same income level in the current year.
|
_____
|
investment decisions are made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor.
|
_____
|
A broker-dealer registered under Section 15 of the Securities Exchange Act of 1934.
|
_____
|
An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.
|
_____
|
A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
|
_____
|
A private business development company defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
|
_____
|
An organization described in Section 501(c)(3) of the Internal Revenue Code with total assets in excess of $5,000,000 not formed for the purpose of investing in the Company.
|
_____
|
A corporation with total assets in excess of $5,000,000, not formed for the purpose of investing in the Company.
|
_____
|
A partnership with total assets in excess of $5,000,000, not formed for the purpose of investing in the Company.
|
_____
|
A Massachusetts or similar business trust with total assets in excess of $5,000,000, not formed for the purpose of investing in the Company.
|
_____
|
Any other trust with total assets in excess of $5,000,000, not formed for the purpose of investing in the Company.
|
_____
|
Each equity owner of the entity (i.e., all shareholders, all general and/or limited partners or all beneficiaries, as applicable) is an individual whose net worth or joint net worth with his or her spouse exceeds $1,000,000.
|
_____
|
Each equity owner of the entity is an individual who had a personal income in excess of $200,000 in each of the two (2) most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and reasonably expects to reach the same income level in the current year.
|
_____
|
Each equity owner of the entity is an entity described in at least one category of Question 2.6 above.
|
_____
|
Although not all equity owners are described in the same category above in this Question 2.7, each equity owner is described in at least one such category.
|
_____
|
Each equity owner of the entity has, by reason of his, her or its business and financial experience, the capacity to evaluate the merits and risks of the entity's proposed investment and to protect his, her or its own interests in connection with the investment.
|
_____
|
Each of the equity owners of the entity is able to bear the economic risk of the entity's investment, i.e., can afford loss of the entity's entire investment.
|
_____
|
The beneficial interest of each equity owner in the entity's proposed investment is less than 10% of such equity owner's net worth, or joint net worth with his or her spouse.
|
_____
|
Although not all equity owners are described in the same category above in this Question 2.8, each equity owner is described in at least one such category.
|
3.1
|
Has your entity previously invested in private placements of securities of newly-formed, non-public companies or companies without a history of significant profits or earnings?
|
3.2
|
Does your entity, by reason of its business and financial knowledge and experience, have the capacity to evaluate the merits and risks of the entity's proposed investment and to protect the entity's own interests in connection with its investment in the Company?
|
3.3
|
Do the persons responsible for making the investment decision for the entity, by reason of their business and financial knowledge and experience, have the capacity to evaluate the merits and risks of the entity's proposed investment?
|
3.4
|
If you have used the services of a securities broker or dealer or a finder in submitting subscription documentation for the Shares, please identify the broker, dealer or finder:
|
3.5
|
Are you relying on the business or financial experience of an accountant, attorney or other professional advisor in evaluating the merits and risks of this investment in order to protect your own interest?
|
|
(a)
|
if to the Company, to:
|
|
|
Amyris, Inc.
|
|
|
5885 Hollis Street, Suite 100
|
|
|
Emeryville, CA 94608
|
|
|
Attention: Gary Loeb, General Counsel
|
|
|
Facsimile: [*]
|
|
|
Email: [*]
|
|
(b)
|
if to Biolding, to
|
|
|
Biolding Investment SA
|
|
|
11A boulevard Prince Henri
|
|
|
L 1724 Luxembourg.
|
|
|
Attention: HH Sheikh Abdullah bin Khalifa Al Thani and M. Jean Paul Soulié
|
|
|
Facsimile: [*]
|
|
|
Email: [*]
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
DE-EE0002869/003
|
PAGE
2 OF 2
|
|||
|
|||||
NAME OF OFFEROR OR CONTRACTOR
AMYRIS BIOTECHNOLOGIES, INC.
|
|||||
|
|
|
|
|
|
ITEM
NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY (C)
|
UNIT (D)
|
UNIT PRICE (E)
|
AMOUNT (F)
|
|
DUNS Number: 185930182
The purpose of this modification is to:
1) Update the DOE Project Officer, as shown below and in Block 15.
All other terms and conditions remain unchanged.
In Block 7 of the Assistance Agreement, the Period of Performance reflects the beginning of the Project Period through the end of the current Budget Period, shown as 12/28/2009 through 6/30/2012.
DOE Award Administrator: Brenda Dias
E-mail: brenda.dias@go.doe.gov
Phone: 303-275-6043
DOE Project Officer: Fred Gerdeman
E-mail: fred.gerdeman@go.doe.gov
Phone: 303-275-4928
Recipient Business Officer: Todd Pray
E-mail: pray@amyris.com
Phone: 510-740-7441
Recipient Principal Investigator: Neil Renninger
E-mail: renninger@amyris.com
Phone: 510-740-7414
“Electronic signature or signatures as used in this document means a method of signing an electronic message that--
(A) Identifies and authenticates a particular person as the source of the electronic message;
(B) Indicates such person's approval of the information contained in the electronic message; and,
(C) Submission via FedConnect constitutes electronically signed documents.”
ASAP: NO Extent Competed: COMPETED Davis-Bacon
Act: YES
|
|
|
|
|
JULY 2004
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
DE-EE0002869/004
|
PAGE
2 OF 2
|
|||
|
|||||
NAME OF OFFEROR OR CONTRACTOR
AMYRIS BIOTECHNOLOGIES, INC.
|
|||||
|
|
|
|
|
|
ITEM
NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY (C)
|
UNIT (D)
|
UNIT PRICE (E)
|
AMOUNT (F)
|
|
DUNS Number: 185930182
The purpose of this modification is to:
1) Assign a Technical Project Monitor/Engineer to the award.
All other terms and conditions remain unchanged.
In Block 7 of the Assistance Agreement, the Period of Performance reflects the beginning of the Project Period through the end of the current Budget Period, shown as 12/28/2009 through 6/30/2012.
DOE Award Administrator: Brenda Dias
E-mail: brenda.dias@go.doe.gov
Phone: 303-275-6043
DOE Project Officer: Fred Gerdeman
E-mail: fred.gerdeman@go.doe.gov
Phone: 303-275-4928
Recipient Business Officer: Todd Pray
E-mail: pray@amyris.com
Phone: 510-740-7441
Recipient Principal Investigator: Neil Renninger
E-mail: renninger@amyris.com
Phone: 510-740-7414
“Electronic signature or signatures as used in this document means a method of signing an electronic message that--
(A) Identifies and authenticates a particular person as the source of the electronic message;
(B) Indicates such person's approval of the information contained in the electronic message; and,
(C) Submission via FedConnect constitutes electronically signed documents.”
ASAP: NO Extent Competed: COMPETED Davis-Bacon
Act: YES
|
|
|
|
|
JULY 2004
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
DE-EE0002869/005
|
PAGE
2 OF 2
|
|||
|
|||||
NAME OF OFFEROR OR CONTRACTOR
AMYRIS BIOTECHNOLOGIES, INC.
|
|||||
|
|
|
|
|
|
ITEM
NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY (C)
|
UNIT (D)
|
UNIT PRICE (E)
|
AMOUNT (F)
|
|
DUNS Number: 185930182
The purpose of this modification is to delete and replace the Special Terms and Conditions to incorporate Provision 31, "National Environmental Policy Act (NEPA) Requirements."
All other terms and conditions remain unchanged.
In Block 7 of the Assistance Agreement, the Period of Performance reflects the beginning of the Project Period through the end of the current Budget Period, shown as 12/28/2009 through 6/30/2012.
For multiple Budget Periods, see Special Terms and Conditions, Provision 4, Award Project Period and Budget Periods.
DOE Award Administrator: Brenda Dias
E-mail: brenda.dias@go.doe.gov
Phone: 303-275-6043
DOE Project Officer: Fred Gerdeman
E-mail: fred.gerdeman@go.doe.gov
Phone: 303-275-4928
Recipient Business Officer: Todd Pray
E-mail: pray@amyris.com
Phone: 510-740-7441
Recipient Principal Investigator: Neil Renninger
E-mail: renninger@amyris.com
Phone: 510-740-7414
“Electronic signature or signatures as used in this document means a method of signing an electronic message that--
(A) Identifies and authenticates a particular person as the source of the electronic message;
(B) Indicates such person's approval of the information contained in the electronic message; and,
(C) Submission via FedConnect constitutes electronically signed documents.”
ASAP: NO Extent Competed: COMPETED
Davis-Bacon Act: YES
|
|
|
|
|
JULY 2004
|
Number
|
Subject
Page
|
1.
|
RESOLUTION OF CONFLICTING CONDITIONS
2
|
2.
|
AWARD AGREEMENT TERMS AND CONDITIONS
2
|
3.
|
ELECTRONIC AUTHORIZATION OF AWARD DOCUMENTS
2
|
4.
|
AWARD PROJECT PERIOD AND BUDGET PERIODS
2
|
5.
|
PAYMENT PROCEDURES
3
|
6.
|
COST SHARING
4
|
7.
|
REBUDGETING AND RECOVERY OF INDIRECT COSTS
4
|
8.
|
FINAL INCURRED COST AUDIT
5
|
9.
|
STATEMENT OF FEDERAL STEWARDSHIP
5
|
10.
|
STATEMENT OF SUBSTANTIAL INVOLVEMENT
5
|
11.
|
SITE VISITS
6
|
12.
|
REPORTING REQUIREMENTS
6
|
13.
|
PUBLICATIONS
7
|
14.
|
FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS
8
|
15.
|
INTELLECTUAL PROPERTY PROVISIONS AND CONTACT INFORMATION
8
|
16.
|
NATIONAL SECURITY: CLASSIFIABLE RESULTS ORIGINATING UNDER AN AWARD
8
|
17.
|
LOBBYING RESTRICTIONS
9
|
18.
|
NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT
|
19.
|
PROPERTY
9
|
20.
|
DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS 10
|
21.
|
INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP
10
|
22.
|
INDEMNITY
11
|
23.
|
SPECIAL PROVISIONS RELATING TO WORK FUNDED UNDER AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (May 2009)
11
|
24.
|
REPORTING AND REGISTRATION REQUIREMENTS UNDER SECTION 1512
|
25.
|
REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED
|
26.
|
REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED
|
27.
|
RECOVERY ACT TRANSACTIONS LISTED IN SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND RECIPIENT RESPONSIBILITIES FOR
|
28.
|
WAGE RATE REQUIREMENTS UNDER SECTION 1606 OF THE RECOVERY ACT
23
|
29.
|
DAVIS BACON ACT AND CONTRACT WORK HOURS AND SAFETY
|
30.
|
CONTINGENCY
34
|
31.
|
NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS
35
|
1.
|
RESOLUTION OF CONFLICTING CONDITIONS
|
2.
|
AWARD AGREEMENT TERMS AND CONDITIONS
|
a.
|
Special Terms and Conditions.
|
b.
|
Attachments:
|
c.
|
Applicable program regulations.
|
d.
|
DOE Assistance Regulations, 10 CFR Part 600 at
http://ecfr.gpoaccess.gov
.
|
e.
|
If the award is for research and the award is for a university or non-profit, the Research Terms & Conditions and the DOE Agency Specific Requirements at
http://www.nsf.gov/bfa/dias/policy/rtc/index.jsp
apply.
|
f.
|
Application/proposal as approved by DOE.
|
g.
|
National Policy Assurances to be incorporated as award terms in effect on date of award at
http://management.energy.gov/business_doe/1374.htm
.
|
3.
|
ELECTRONIC AUTHORIZATION OF AWARD DOCUMENTS
|
4.
|
AWARD PROJECT PERIOD AND BUDGET PERIODS
|
Budget Period
|
Start Date
|
End Date
|
1
|
12/28/2009
|
4/21/2010
|
2
|
4/22/2010
|
6/30/2012
|
5.
|
PAYMENT PROCEDURES
|
a.
|
Method of Payment
. Payment will be made by reimbursement through ACH.
|
b.
|
Requesting Reimbursement
. Requests for reimbursements must be made electronically through Department of Energy's Oak Ridge Financial Service Center (ORFSC) VIPERS. To access and use VIPERS, you must enroll at
https://finweb.oro.doe.gov/vipers.htm
. Detailed instructions on how to enroll are provided on the web site.
|
c.
|
Timing of submittals.
Submittal of the SF 270 or SF 271 should coincide with your normal billing pattern, but not more frequently than every two weeks. Requests for reimbursement must be limited to the amount of disbursements made during the billing period for the Federal share of direct project costs and the proportionate share of any allowable indirect costs incurred during that billing period.
|
d.
|
Adjusting payment requests for available cash.
You must disburse any funds that are available from repayments to and interest earned on a revolving fund, program income, rebates, refunds, contract settlements, audit recoveries, credits, discounts, and interest earned on any of those funds before requesting additional cash payments from DOE.
|
e.
|
Payments
. The DOE approving official will approve the invoice as soon as practical, but not later than 30 days after your request is received, unless the billing is improper. Upon receipt of an invoice payment authorization from the DOE approving official, the ORFSC will disburse payment to you. You may check the status of payments at the VIPER web site. All payments are made by electronic funds transfer to the bank account identified on the ACH Vendor/Miscellaneous Payment Enrollment Form (SF 3881) that you filed.
|
6.
|
COST SHARING
|
Budget Period
|
DOE Cost Share,
including FFRDC Costs
|
Recipient Cost Share
$ / %
|
Total Estimated Costs
|
|
DOE $ / %
|
FFRDC $ / %
|
|||
1
|
$4,207,301/70.2%
|
—
|
$1,782,480/29.8%
|
$5,989,781
|
2
|
$20,134,108/68.0%
|
$658,591/2.2%
|
$8,809,110/29.8%
|
$29,601,809
|
Total Project
|
$24,341,409
|
$658,591
|
$10,591,590
|
$35,591,590
|
7.
|
REBUDGETING AND RECOVERY OF INDIRECT COSTS
|
a.
|
If actual allowable indirect costs are less than those budgeted and funded under the award, you may use the difference to pay additional allowable direct costs during the project period. If at the completion of the award the Government's share of total allowable costs (i.e., direct and indirect), is less than the total costs reimbursed, you must refund the difference.
|
b.
|
Recipients are expected to manage their indirect costs. DOE will not amend an award solely to provide additional funds for changes in indirect cost rates. DOE recognizes that the inability to obtain full reimbursement for indirect costs means the Recipient must absorb the underrecovery. Such underrecovery may be allocated as part of the organization's required cost sharing
.
|
8.
|
FINAL INCURRED COST AUDIT
|
9.
|
STATEMENT OF FEDERAL STEWARDSHIP
|
10.
|
STATEMENT OF SUBSTANTIAL INVOLVEMENT
|
a.
|
Government Insight
|
11.
|
SITE VISITS
|
12.
|
REPORTING REQUIREMENTS
|
a.
|
Requirements
. The reporting requirements for this award are identified on the Federal Assistance Reporting Checklist, DOE F 4600.2, attached to this award. Failure to comply with these reporting requirements is considered a material noncompliance with the terms of the award. Noncompliance may result in withholding of future payments, suspension or termination of the current award, and withholding of future awards. A willful failure to perform, a history of failure to perform, or unsatisfactory performance of this and/or other financial assistance awards, may also result in a debarment action to preclude future awards by Federal agencies.
|
b.
|
Dissemination of scientific/technical reports
. Scientific/technical reports submitted under this award will be disseminated on the Internet via the DOE Information Bridge (
www.osti.gov/bridge
), unless the report contains patentable material, protected data or SBIR/STTR data. Citations for journal articles produced under the award will appear on the DOE Energy Citations Database (
www.osti.gov/energycitations
).
|
c.
|
Restrictions
. Reports submitted to the DOE Information Bridge must not contain any Protected Personal Identifiable Information (PII), limited rights data (proprietary data), classified information, information subject to export control classification, or other information not subject to release.
|
13.
|
PUBLICATIONS
|
a.
|
You are encouraged to publish or otherwise make publicly available the results of the work conducted under the award.
|
b.
|
An acknowledgment of DOE support and a disclaimer must appear in the publication of any material, whether copyrighted or not, based on or developed under this project, as follows:
|
14.
|
FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS
|
15.
|
INTELLECTUAL PROPERTY PROVISIONS AND CONTACT INFORMATION
|
a.
|
The intellectual property provisions applicable to this award are provided as an attachment to this award or are referenced in the Assistance Agreement.
|
b.
|
Questions regarding intellectual property matters should be referred to the DOE Award Administrator identified and the Patent Counsel designated as the service provider for the DOE office that issued the award.
|
16.
|
NATIONAL SECURITY: CLASSIFIABLE RESULTS ORIGINATING UNDER AN AWARD
|
a.
|
This award is intended for unclassified, publicly releasable research. You will not be granted access to classified information. DOE does not expect that the results of the research project will involve classified information. Under certain circumstances, however, a classification review of information originated under the award may be required. The Department may review research work generated under this award at any time to determine if it requires classification.
|
b.
|
Executive Order 12958 (60 Fed. Reg. 19,825 (1995)) states that basic scientific research information not clearly related to the national security shall not be classified. Nevertheless, some information concerning (among other things) scientific, technological, or economic matters relating to national security or cryptology may require classification. If you originate information during the course of this award that you believe requires classification, you must promptly:
|
1.
|
Notify the DOE Project Officer and the DOE Award Administrator;
|
2.
|
Submit the information by registered mail directly to the Director, Office of Classification and Information Control, SO-10.2; U.S. Department of Energy; P.O. Box A; Germantown, MD 20875-0963, for classification review.
|
3.
|
Restrict access to the information to the maximum extent possible until you are informed that the information is not classified, but no longer than 30 days after receipt by the Director, Office of Classification and Information Control
|
c.
|
If you originate information concerning the production or utilization of special nuclear material (i.e., plutonium, uranium enriched in the isotope 233 or 235, and any other material so determined under section 51 of the Atomic Energy Act) or nuclear energy, you must:
|
1.
|
Notify the DOE Project Officer and the DOE Award Administrator;
|
2.
|
Submit the information by registered mail directly to the Director, Office of Classification and Information Control, SO-10.2; U.S. Department of Energy; P. O. Box A; Germantown, MD 20875-0963 for classification review within 180 days of the date the Recipient first discovers or first has reason to believe that the information is useful in such production or utilization; and
|
3.
|
Restrict access to the information to the maximum extent possible until you are informed that the information is not classified, but no longer than 90 days after receipt by the Director, Office of Classification and Information Control.
|
d.
|
If DOE determines any of the information requires classification, you agree that the Government may terminate the award by mutual agreement in accordance with 10 CFR 600.25(d). All material deemed to be classified must be forwarded to DOE, in a manner specified by DOE.
|
e.
|
If DOE does not respond within the specified time periods, you are under no further obligation to restrict access to the information.
|
17.
|
LOBBYING RESTRICTIONS
|
18.
|
NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS -- SENSE OF CONGRESS
|
19.
|
PROPERTY
|
20.
|
DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS
|
21.
|
INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP
|
22.
|
INDEMNITY
|
23.
|
SPECIAL PROVISIONS RELATING TO WORK FUNDED UNDER AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (May 2009)
|
24.
|
REPORTING AND REGISTRATION REQUIREMENTS UNDER SECTION 1512 OF THE RECOVERY ACT
|
25.
|
REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS - SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009
|
Description
|
Unit of measure
|
Quantity
|
Cost
(dollars)*
|
Item 1:
|
|
|
|
Foreign steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Domestic steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Item 2:
|
|
|
|
Foreign steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Domestic steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
26.
|
REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS (COVERED UNDER INTERNATIONAL AGREEMENTS) - SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009
|
Description
|
Unit of measure
|
Quantity
|
Cost
(dollars)*
|
Item 1:
|
|
|
|
Foreign steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Domestic steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Item 2:
|
|
|
|
Foreign steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Domestic steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
27.
|
RECOVERY ACT TRANSACTIONS LISTED IN SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND RECIPIENT RESPONSIBILITIES FOR INFORMING SUBRECIPIENTS
|
28.
|
WAGE RATE REQUIREMENTS UNDER SECTION 1606 OF THE RECOVERY ACT
|
29.
|
DAVIS BACON ACT AND CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
|
CONSTRUCTION TYPE
|
WAGE DETERMINATION NUMBER
|
GENERAL DECISION NUMBER
|
Building
|
CA29, CO7, CA25, KS8
|
CA100029 03/19/2010 CA29
CO100007 03/12/2010 CO7
CA100025 03/12/2010 CA25
KS100008 03/19/2010 KS8
|
Highway
|
n/a
|
n/a
|
Residential
|
n/a
|
n/a
|
30.
|
CONTINGENCY
|
(a)
|
Contingency Requirement
. A minimum amount of Contingency is required for awards selected under Funding Opportunity Announcement DE-FOA-0000096. “Contingency” is defined in the Appendix as: “a provision in the Project Management Plan to mitigate cost and/or schedule risk.” Contingency funds must be (a) liquid, (b) immediately available, and (c) unrestricted funds dedicated exclusively to the Project for the purpose of mitigating project performance baseline risk. Contingency funds may come from a variety of sources, as approved by the Contracting Officer on a case-by-case basis in accordance with the Appendix to these Special Terms and Conditions (Attachment 5).
|
(b)
|
Minimum Amount of Contingency
. Initial Contingency funds shall be not less than 25 percent of the Total Project Cost that begins with Budget Period 2, as more specifically described in Section B(2) of the Appendix to these Special Terms and Conditions (Attachment 5).
|
(c)
|
Contingency Not Counted Toward Cost Share or DOE Reimbursement
. Contingency is in addition to the Total Project Cost and cannot count toward cost share or result in reimbursement by DOE above the share approved in the award.
|
(d)
|
Appendix
. All of the terms and conditions set forth in this provision shall be further subject to the requirements and clarifications of Attachment 5.
|
31.
|
NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
DE-EE0002869/006
|
PAGE
2 OF 2
|
|||
|
|||||
NAME OF OFFEROR OR CONTRACTOR
AMYRIS BIOTECHNOLOGIES, INC.
|
|||||
|
|
|
|
|
|
ITEM
NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY (C)
|
UNIT (D)
|
UNIT PRICE (E)
|
AMOUNT (F)
|
|
DUNS Number: 185930182
The purpose of this modification is to delete and replace Attachment 3, Reporting Requirements Checklist and Instructions, DOE F 4600.2, revising the following sections: A. Management Reporting, D. Closeout Reporting, E. Other Reporting, and Instructions attached to the Reporting Checklist.
All other terms and conditions remain unchanged.
In Block 7 of the Assistance Agreement, the Period of Performance reflects the beginning of the Project Period through the end of the current Budget Period, shown as 12/28/2009 through 6/30/2012. For multiple Budget Periods, see Special Terms and Conditions, Provision 4, Award Project Period and Budget Periods.
DOE Award Administrator: Brenda Dias
E-mail: brenda.dias@go.doe.gov
Phone: 303-275-6043
DOE Project Officer: Fred Gerdeman
E-mail: fred.gerdeman@go.doe.gov
Phone: 303-275-4928
Recipient Business Officer: Todd Pray
E-mail: pray@amyris.com
Phone: 510-740-7441
Recipient Principal Investigator: Neil Renninger
E-mail: renninger@amyris.com
Phone: 510-740-7414
“Electronic signature or signatures as used in this document means a method of signing an electronic message that--
(A) Identifies and authenticates a particular person as the source of the electronic message;
(B) Indicates such person's approval of the information contained in the electronic message; and,
(C) Submission via FedConnect constitutes electronically signed documents.”
ASAP: NO : STD IMMEDIATE Extent Competed: COMPETED
Davis-Bacon Act: YES
|
|
|
|
|
JULY 2004
|
a.
|
Publications (list journal name, volume, issue), conference papers, or other public releases of results. If not provided previously, attach or send copies of any public releases to the DOE Program Manager identified in Block 15 of the Assistance Agreement Cover page;
|
b.
|
Web site or other Internet sites that reflect the results of this project;
|
c.
|
Networks or collaborations fostered;
|
d.
|
Technologies/Techniques;
|
e.
|
Inventions/Patent Applications, licensing agreements; and
|
f.
|
Other products, such as data or databases, physical collections, audio or video, software or netware, models, educational aid or curricula, instruments or equipment.
|
a.
|
Model description, key assumptions, version, source and intended use;
|
b.
|
Performance criteria for the model related to the intended use;
|
c.
|
Test results to demonstrate the model performance criteria were met (e.g., code verification/validation, sensitivity analyses, history matching with lab or field data, as appropriate);
|
d.
|
Theory behind the model, expressed in non-mathematical terms;
|
e.
|
Mathematics to be used, including formulas and calculation methods;
|
f.
|
Whether or not the theory and mathematical algorithms were peer reviewed, and, if so, include a summary of theoretical strengths and weaknesses;
|
g.
|
Hardware requirements; and
|
h.
|
Documentation (e.g., users guide, model code).
|
•
|
Federal Agency and Organization Element to Which Report is Submitted
|
•
|
Federal Grant or Other Identifying Number Assigned by Agency
|
•
|
Project Title
|
•
|
PD/PI Name, Title and Contact Information (e-mail address and phone number)
|
•
|
Name of Submitting Official, Title, and Contact Information (e-mail address and phone number), if other than PD/PI
|
•
|
Submission Date
|
•
|
DUNS Number
|
•
|
Recipient Organization (Name and Address)
|
•
|
Project/Grant Period (Start Date, End Date)
|
•
|
Reporting Period End Date
|
•
|
Report Term or Frequency (annual, semi-annual, quarterly, other)
|
•
|
Signature of Submitting Official (electronic signatures (i.e., Adobe Acrobat) are acceptable)
|
•
|
What are the major goals and objectives of the project?
|
•
|
What was accomplished under these goals?
|
•
|
What opportunities for training and professional development has the project provided?
|
•
|
How have the results been disseminated to communities of interest?
|
•
|
What do you plan to do during the next reporting period to accomplish the goals and
|
•
|
Publications, conference papers, and presentations;
|
•
|
Website(s) or other Internet site(s);
|
•
|
Technologies or techniques;
|
•
|
Inventions, patent applications, and/or licenses;
|
•
|
Other products, such as data or databases, physical collections, audio or video products, software or NetWare, models, educational aids or curricula, instruments, or equipment; and Any other public release of information related to the project.
|
•
|
Journal publications.
List peer-reviewed articles or papers appearing in scientific, technical, or professional journals. Include any peer-reviewed publication in the periodically published proceedings of a scientific society, a conference, or the like. A publication in the proceedings of a one-time conference, not part of a series, should be reported under "Books or other non-periodical, one-time publications." Identify for each publication: Author(s); title; journal; volume: year; page numbers; status of publication (published; accepted, awaiting publication; submitted, under review; other); acknowledgement of federal support (yes/no).
|
•
|
Books or other non-periodical, one-time publications.
Report any book, monograph, dissertation, abstract, or the like published as or in a separate publication, rather than a periodical or series. Include any significant publication in the proceedings of a one-time conference or in the report of a one-time study, commission, or the like.
|
•
|
Other publications, conference papers and presentations.
Identify any other publications, conference papers and/or presentations not reported above. Specify the status of the publication as noted above.
|
•
|
Databases;
|
•
|
Physical collections;
|
•
|
Audio or video products;
|
•
|
Software or NetWare;
|
•
|
Models;
|
•
|
Educational aids or curricula;
|
•
|
Instruments or equipment;
|
•
|
Data & Research Material (e.g., cell lines, DNA probes, animal models); and
|
•
|
Other.
|
•
|
What individuals have worked on the project?
|
•
|
What other organizations have been involved as partners?
|
•
|
Have other collaborators or contacts been involved?
|
•
|
Provide the name and identify the role the person played in the project
. Do NOT include any other identifying information on individuals. Indicate the nearest whole person month (Calendar, Academic, Summer) that the individual worked on the project. Show the most senior role in which the person has worked on the project for any significant length of time. For example, if an undergraduate student graduates, enters graduate school, and continues to work on the project, show that person as a graduate student, preferably explaining the change in involvement.
|
•
|
Describe how this person contributed to the project and with what funding support
. If information is unchanged from a previous submission, provide the name only and indicate “no change”.
|
•
|
Identify whether this person is collaborating internationally
. Specifically is the person collaborating with an individual located in a foreign country and whether the person had traveled to the foreign country as part of that collaboration and duration of stay. The foreign country(ies) should be identified.
|
•
|
Financial support;
|
•
|
In-kind support (e.g., partner makes software, computers, equipment, etc., available to project staff);
|
•
|
Facilities (e.g., project staff use the partner's facilities for project activities);
|
•
|
Collaborative research (e.g., partner's staff work with project staff on the project); and
|
•
|
Personnel exchanges (e.g., project staff and/or partner's staff use each other's facilities, work at each other's site).
|
•
|
|
•
|
collaborations with others within the recipient's organization; especially interdepartmental or interdisciplinary collaborations;
|
•
|
collaborations or contact with others outside the organization; and
|
•
|
collaborations or contacts with others outside the United States or with an international organization.
|
•
|
country(ies) of collaborations or contacts.
|
•
|
increase the body of knowledge and techniques;
|
•
|
enlarge the pool of people trained to develop that knowledge and techniques or put it to use;
|
•
|
improve the physical, institutional, and information resources that enable those people to get
|
•
|
the development of the principal discipline(s) of the project;
|
•
|
other disciplines;
|
•
|
the development of human resources;
|
•
|
physical, institutional, and information resources that form infrastructure;
|
•
|
technology transfer (include transfer of results to entities in government or industry,
|
•
|
society beyond science and technology.
|
•
|
provided opportunities for research and teaching in the relevant fields;
|
•
|
improved the performance, skills, or attitudes of members of underrepresented groups that will improve their access to or retention in research, teaching, or other related professions;
|
•
|
developed and disseminated new educational materials or provided scholarships; or
|
•
|
provided exposure to science and technology for practitioners, teachers, young people, or other members of the public?
|
•
|
physical resources such as facilities, laboratories, or instruments;
|
•
|
institutional resources (such as establishment or sustenance of societies or organizations); or
|
•
|
information resources, electronic means for accessing such resources or for scientific communication, or the like.
|
•
|
transfer of results to entities in government or industry;
|
•
|
instances where the research has led to the initiation of a start-up company; or
|
•
|
adoption of new practices.
|
•
|
improving public knowledge, attitudes, skills, and abilities;
|
•
|
changing behavior, practices, decision making, policies (including regulatory policies), or
|
•
|
improving social, economic, civic, or environmental conditions.
|
•
|
Changes in approach and reasons for change.
|
•
|
Actual or anticipated problems or delays and actions or plans to resolve them.
|
•
|
Changes that have a significant impact on expenditures.
|
•
|
Significant changes in use or care of animals, human subjects, and/or biohazards.
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
DE-EE0002869/007
|
PAGE
2 OF 2
|
|||
|
|||||
NAME OF OFFEROR OR CONTRACTOR
AMYRIS, INC.
|
|||||
|
|
|
|
|
|
ITEM
NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY (C)
|
UNIT (D)
|
UNIT PRICE (E)
|
AMOUNT (F)
|
|
DUNS Number: 185930182
The purpose of this modification are to:
1) Complete a novation/change of name, changing the recipient from Amyris Biotechnologies, Inc. to Amyris, Inc. See attachment for a copy of the signed and executed novation and change of name agreement which by this modification is incorporated by reference into this award; and,
2) Update the DOE Project Officer, as shown below.
All others and conditions remain unchanged.
In Block 7 of the Assistance Agreement, the Period of Performance reflects the beginning of the Project Period through the end of the current Budget Period, shown as 12/28/2009 through 6/30/2012. For multiple Budget Periods, see Special Terms and Conditions, Provision 4, Award Project Period and Budget Periods.
DOE Award Administrator: Brenda Dias
E-mail: brenda.dias@go.doe.gov
Phone: 720-356-1519
DOE Project Officer: Bryna Berendzen
E-mail: bryna.berendzen@go.doe.gov
Phone: 720-356-1442
Recipient Business Officer: Todd Pray
E-mail: pray@amyris.com
Phone: 510-740-7441
Recipient Principal Investigator: Neil Renninger
E-mail: renninger@amyris.com
Phone: 510-740-7414
“Electronic signature or signatures as used in this document means a method of signing an electronic message that--
(A) Identifies and authenticates a particular person as the source of the electronic message;
(B) Indicates such person's approval of the information contained in the electronic message; and,
(C) Submission via FedConnect constitutes electronically signed documents.”
ASAP: NO: STD IMMEDIATE Extent Competed: COMPETED
Davis-Bacon Act: YES
|
|
|
|
|
JULY 2004
|
FIRST:
|
Amyris Delaware is incorporated pursuant to the General Corporation Law of the State of Delaware (“
DGCL
”). Amyris California is incorporated pursuant to the General Corporation Law of the State of California. Amyris Delaware and Amyris California are the constituent corporations in the Merger.
|
SECOND:
|
An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by Amyris Delaware and Amyris California in accordance with the provisions of subsection (c) of Section 252 of the DGCL.
|
THIRD:
|
The name of the Surviving Corporation shall be Amyris Biotechnologies, Inc.
|
FOURTH:
|
Upon the effectiveness of the Merger, the certificate of incorporation of the Surviving Corporation shall be amended and restated to read in its entirety as set forth in the Restated Certificate of Incorporation attached hereto as
Attachment A
.
|
FIFTH:
|
The executed Agreement and Plan of Merger is on file at the principal place of business of Amyris Delaware, the Surviving Corporation, 5885 Hollis Street, Suite 100, Emeryville, CA 94608, United States of America.
|
SIXTH:
|
A copy of the executed Agreement and Plan of Merger will be furnished by Amyris Delaware, the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation of the Merger
|
SEVENTH:
|
The authorized capital stock of Amyris California is 38,000,000 shares of Common Stock, no par value, and 23,862,355 shares of Preferred Stock, no par value.
|
EIGHTH:
|
The Surviving Corporation is a corporation formed and existing under the laws of Delaware.
|
NINTH:
|
This Certificate of Merger shall become effective upon filing.
|
Recipient Name: Amyris Biotechnologies, Inc.
|
Address: 5885 Hollis Street, Suite 100, Emeryville, CA 94608
|
Principal Investigator: Neil Renninger
|
DOE Award #: DE-EE0002869
|
Type of Award: XX Competitive (FOA #DE-FOA-0000096)
(Check one) __ Congressionally Directed Project (CDP#_________)
__ Unsolicited Proposal
|
|
Primary Nature of the Project: __ Education and Outreach
(Check one) __ Research and Development
XX Demonstration or Commercialization
|
Date of Selection for Negotiation of Award: December 4, 2009
|
Date of Award: December 28, 2009
|
Date of event precipitating the need for this change request: June 10, 2010
|
Approximate percentage of project completed to date: 40% (based on projected duration)
|
Total amount of award (total project cost): $24,341,409.00 ($34,932,999.00)
|
Required Cost Share Percentage: 29.6%
|
List any other DOE Financial Assistance Awards or DOE Contracts currently held by Recipient:
Subcontract ZFT-0-40623-01 under prime contract number DE-AC36-08GO28308.
|
|
Proposed Transferee: Amyris, Inc.
|
Address: 5885 Hollis Street, Suite 100, Emeryville, CA 94608
|
Principal Investigator: Neil Renninger
|
1.
|
Please describe, in detail, the reason for the requested transfer of the DOE Award from Recipient to Proposed Transferee (attach additional pages if necessary):
|
2.
|
Please describe any financial considerations (including, for example, threat of bankruptcy) that are contributing to the reason for the requested transfer:
|
3.
|
What is the existing legal relationship between the Recipient and the Proposed Transferee
|
4.
|
What type of agreement has been or will be executed between the Recipient and the Proposed
|
___
|
Acquisition - of Recipient by Proposed Transferee
|
5.
|
Are there any Assets, stock, or ownership interests being sold or transferred to any person or entity
|
6.
|
Will the indirect cost rates change as a result of the transfer of the award from the Recipient to the Proposed Transferee:
|
7.
|
Please provide (he following information:
|
Actual Federal Share Spent,
As of Oct 31, 2010
|
Cost Share Accrued
As of Oct 31, 2010
|
$7,587,029
|
$3,482,977
|
8.
|
Attach any diagrams depicting the existing and/or restructured relationship between the Recipient and the Proposed Transferee.
|
9.
|
Attach a list of assets
related to the Award
(including any Intellectual Property, cash or cash equivalents, service agreements, sublease agreements, and transferred licenses) that have been or are being transferred between the Recipient find the Proposed Transferee.
|
11.
|
Attach a copy of the instrument(s) effecting the transfer of assets from the Recipient to the Proposed Transferee (e.g., bill of sale, certificate of merger, contract, deed, agreement, court decree, etc.)
|
1.
|
That upon a merger of amyris Biotechnologies, Inc., a California corporation ("Amyris California") with and into amyris, Inc., a Delaware corporation ("Amyris Delaware") in connection with a reincorporation of Amyris California in the State of Delaware (the "Reincorporation") as part of an initial public offering of Amyris Delaware assumed all rights and obligations of Amyris California by operation of law;
|
2.
|
Amyris Delaware has the same Employer Identification Number as Amyris California, is engaged in essentially the same business activities as Amyris California was, and is otherwise the same enterprise in all material respects (other than the jurisdiction of incorporation and changes in the charter and similar documents necessitated by the Reincorporation and IPO);
|
3.
|
The merger of Amyris California and into Amyris Delaware was effected in accordance with applicable law and was effective on the date set forth in Certificate of Merger, a copy of which was previously provided to you; and as, a result of that merger, Amyris California no longer exists as a legal entity;
|
4.
|
The merger of Amyris California into Amyris Delaware did not itself result in any significant change to finances, assets, key personnel or other aspects of the business conducted by Amyris California and assumed by Amyris Delaware; and Amyris Delaware was, and continues to be, in substantially the same or better position to perform the Award as was Amyris California; and
|
5.
|
There have been no material changes in ownership of Amyris Delaware, such that it is still an eligible entity under the original requirements of the Funding Opportunity Announcement under which the Award was made.
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
DE-EE0002869/008
|
PAGE
2 OF 3
|
|||
|
|||||
NAME OF OFFEROR OR CONTRACTOR
AMYRIS, INC.
|
|||||
|
|
|
|
|
|
ITEM
NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY (C)
|
UNIT (D)
|
UNIT PRICE (E)
|
AMOUNT (F)
|
|
DUNS Number: 185930182
The purpose of this modification is to revise the budgets for Phase 1 and Phase 2. Accordingly, the following changes are made:
1) Extend the Period of Performance end date, as noted in Block 7;
2) Delete and replace Attachment #2, Statement of Project Objectives;
3) Delete and replace Attachment #4, Budget Information;All others and conditions remain unchanged.
4) In the Special Terms and Conditions, change the following:
a) Delete and replace Provision 2, "Award Agreement Terms and Conditions";
b) Delete and replace Provision 4, "Award Project Period and Budget Periods";
c) Delete and replace Provision 5, "Payment Procedures";
d) Delete and replace Provision 6, "Cost Sharing";
e) Delete and replace Provision 15, "Intellectual Property Provisions and Contact Information";
f) Add Provision 32, "Subcontractor Approvals", and
5) Update the Recipient Principal Investigator, as noted below and in Block 14 of the Assistance Agreement.
All other terms and conditions remain unchanged.
In Block 7 of the Assistance Agreement, the Period of Performance reflects the beginning of the Project Period through the end of the current Budget Period.
The total amounts reflected in Blocks 12 and 13 of the Assistance Agreement do not include the Federally Funded Research and Development Center (FFRDC) funding amount of $658,591, which is funded directly during Phase 2.
DOE Award Administrator: Brenda Dias
E-mail: brenda.dias@go.doe.gov Phone: 720-356-1519
Continued...
|
|
|
|
|
JULY 2004
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
DE-EE0002869/008
|
PAGE
3 OF 3
|
|||
|
|||||
NAME OF OFFEROR OR CONTRACTOR
AMYRIS, INC.
|
|||||
|
|
|
|
|
|
ITEM
NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY (C)
|
UNIT (D)
|
UNIT PRICE (E)
|
AMOUNT (F)
|
|
DOE Project Officer: Bryna Berendzen
E-mail: bryna.berendzen@go.doe.gov
Phone: 720-356-1442
Recipient Business Officer: Todd Pray
E-mail: pray@amyris.com
Phone: 510-740-7441
Recipient Principal Investigator: Todd Pray
E-mail: pray@amyris.com
Phone: 510-740-7441
“Electronic signature or signatures as used in this document means a method of signing an electronic message that--
(A) Identifies and authenticates a particular person as the source of the electronic message;
(B) Indicates such person's approval of the information contained in the electronic message; and,
(C) Submission via FedConnect constitutes electronically signed documents.”
ASAP: NO: STD IMMEDIATE Extent Competed: COMPETED
Davis-Bacon Act: YES
|
|
|
|
|
JULY 2004
|
Section A - Budget Summary
|
||||||||||||||||
|
|
Estimated Unobligated Funds
|
New or Revised Budget
|
|||||||||||||
Grant Program Function or
Activity
(a)
|
Catalog of Federal Domestic Assistance Number
(b)
|
Federal
(c)
|
Non-Federal (d)
|
Federal
(e)
|
Non-Federal
(f)
|
Total
(g)
|
||||||||||
1. Phase 1
|
|
|
|
$
|
3,008,260
|
|
$
|
1,702,920
|
|
$
|
4,711,180
|
|
||||
2. Phase 2
|
|
|
|
$
|
21,991,740
|
|
$
|
8,230,079
|
|
$
|
30,221,819
|
|
||||
3.
|
|
|
|
|
|
|
||||||||||
4.
|
|
|
|
|
|
|
||||||||||
5. Totals
|
|
$
|
—
|
|
$
|
—
|
|
$
|
25,000,000
|
|
$
|
9,932,999
|
|
$
|
34,932,999
|
|
Section B - Budget Categories
|
||||||||||||||||
6. Object Class Categories
|
Grant Program, Function or Activity
|
|
||||||||||||||
(1) Phase 1
|
(2) Phase 2
|
|
|
Total (5)
|
||||||||||||
a. Personnel
|
$
|
1,342,119
|
|
$
|
7,245,746
|
|
|
|
$
|
8,587,865
|
|
|||||
b. Fringe Benefits
|
$
|
289,629
|
|
$
|
1,563,632
|
|
|
|
$
|
1,853,261
|
|
|||||
c. Travel
|
$
|
9,168
|
|
$
|
18,064
|
|
|
|
$
|
27,232
|
|
|||||
d. Equipment
|
$
|
592,541
|
|
$
|
1,925,314
|
|
|
|
$
|
2,517,855
|
|
|||||
e. Supplies
|
$
|
209,745
|
|
$
|
2,074,668
|
|
|
|
$
|
2,284,413
|
|
|||||
f. Contractual
|
$
|
84,772
|
|
$
|
5,446,373
|
|
|
|
$
|
5,531,145
|
|
|||||
g. Construction
|
$
|
—
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|||||
h. Other
|
$
|
304,239
|
|
$
|
1,803,978
|
|
|
|
$
|
2,108,217
|
|
|||||
i. Total Direct Charges (sum of 6a-6h)
|
$
|
2,832,213
|
|
$
|
20,077,775
|
|
|
|
$
|
22,909,988
|
|
|||||
j. Indirect Charges
|
$
|
1,878,967
|
|
$
|
10,144,044
|
|
|
|
$
|
12,023,011
|
|
|||||
k. Totals (sum of 6i-6j)
|
$
|
4,711,180
|
|
$
|
30,221,819
|
|
|
|
$
|
34,932,999
|
|
|||||
|
||||||||||||||||
7. Program Income
|
$
|
—
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Number
|
Subject
Page
|
1.
|
RESOLUTION OF CONFLICTING CONDITIONS 2
|
2.
|
AWARD AGREEMENT TERMS AND CONDITIONS
2
|
3.
|
ELECTRONIC AUTHORIZATION OF AWARD DOCUMENTS
2
|
4.
|
AWARD PROJECT PERIOD AND BUDGET PERIODS
2
|
5.
|
PAYMENT PROCEDURES
3
|
6.
|
COST SHARING
4
|
7.
|
REBUDGETING AND RECOVERY OF INDIRECT COSTS
5
|
8.
|
FINAL INCURRED COST AUDIT
5
|
9.
|
STATEMENT OF FEDERAL STEWARDSHIP
5
|
10.
|
STATEMENT OF SUBSTANTIAL INVOLVEMENT
5
|
11.
|
SITE VISITS
6
|
12.
|
REPORTING REQUIREMENTS
7
|
13.
|
PUBLICATIONS
7
|
14.
|
FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS
8
|
15.
|
INTELLECTUAL PROPERTY PROVISIONS AND CONTACT
|
16.
|
NATIONAL SECURITY: CLASSIFIABLE RESULTS ORIGINATING
|
17.
|
LOBBYING RESTRICTIONS
9
|
18.
|
NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT
|
19.
|
PROPERTY
10
|
20.
|
DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS
10
|
21.
|
INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP
10
|
22.
|
INDEMNITY
11
|
23.
|
SPECIAL PROVISIONS RELATING TO WORK FUNDED UNDER
|
24.
|
REPORTING AND REGISTRATION REQUIREMENTS UNDER SECTION 1512
|
25.
|
REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS - SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009
16
|
26.
|
REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS (COVERED UNDER INTERNATIONAL AGREEMENTS) -
|
27.
|
RECOVERY ACT TRANSACTIONS LISTED IN SCHEDULE OF EXPENDITURES
|
28.
|
WAGE RATE REQUIREMENTS UNDER SECTION 1606 OF THE
|
29.
|
DAVIS BACON ACT AND CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
25
|
30.
|
CONTINGENCY
35
|
31.
|
NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS
36
|
32.
|
SUBCONTRACT APPROVALS
36
|
1.
|
RESOLUTION OF CONFLICTING CONDITIONS
|
2.
|
AWARD AGREEMENT TERMS AND CONDITIONS
|
a.
|
Special Terms and Conditions.
|
b.
|
Attachments:
|
c.
|
Applicable program regulations.
|
d.
|
DOE Assistance Regulations, 10 CFR Part 600 at
http://ecfr.gpoaccess.gov
.
|
e.
|
If the award is for research and the award is for a university or non-profit, the Research Terms & Conditions and the DOE Agency Specific Requirements at
http://www.nsf.gov/bfa/dias/policy/rtc/index.jsp
apply.
|
f.
|
Application/proposal as approved by DOE.
|
g.
|
National Policy Assurances to be incorporated as award terms in effect on date of award at
http://energy.gov/management/downloads/national-policy-assurances-be-incorporated-award-terms
|
3.
|
ELECTRONIC AUTHORIZATION OF AWARD DOCUMENTS
|
4.
|
AWARD PROJECT PERIOD AND BUDGET PERIODS
|
Budget Period
|
Phase
|
Start Date
|
End Date
|
1
|
1
|
12/28/2009
|
4/21/2010
|
|
2
|
4/22/2010
|
12/31/2012
|
5.
|
PAYMENT PROCEDURES
|
a.
|
Method of Payment
. Payment will be made by reimbursement through ACH.
|
b.
|
Requesting Reimbursement
. Requests for reimbursements must be made electronically through Department of Energy's Oak Ridge Financial Service Center (ORFSC) VIPERS. To access and use VIPERS, you must enroll at
https://vipers.oro.doe.gov
. Detailed instructions on how to enroll are provided on the web site.
|
c.
|
Timing of submittals.
Submittal of the SF 270 or SF 271 should coincide with your normal billing pattern, but not more frequently than every two weeks. Requests for reimbursement must be limited to the amount of disbursements made during the billing period for the Federal share of direct project costs and the proportionate share of any allowable indirect costs incurred during that billing period.
|
d.
|
Adjusting payment requests for available cash.
You must disburse any funds that are available from repayments to and interest earned on a revolving fund, program income, rebates, refunds, contract settlements, audit recoveries, credits, discounts, and interest earned on any of those funds before requesting additional cash payments from DOE.
|
e.
|
Payments
. The DOE approving official will approve the invoice as soon as practical, but not later than 30 days after your request is received, unless the billing is improper. Upon receipt of an invoice payment authorization from the DOE approving official, the ORFSC will disburse payment to you. You may check the status of payments at the VIPER web site. All payments are made by electronic funds transfer to the bank account identified on the ACH Vendor/Miscellaneous Payment Enrollment Form (SF 3881) that you filed.
|
6.
|
COST SHARING
|
7.
|
REBUDGETING AND RECOVERY OF INDIRECT COSTS
|
a.
|
If actual allowable indirect costs are less than those budgeted and funded under the award, you may use the difference to pay additional allowable direct costs during the project period. If at the completion of the award the Government's share of total allowable costs (i.e., direct and indirect), is less than the total costs reimbursed, you must refund the difference.
|
b.
|
Recipients are expected to manage their indirect costs. DOE will not amend an award solely to provide additional funds for changes in indirect cost rates. DOE recognizes that the inability to obtain full reimbursement for indirect costs means the Recipient must absorb the underrecovery. Such underrecovery may be allocated as part of the organization's required cost sharing
.
|
8.
|
FINAL INCURRED COST AUDIT
|
9.
|
STATEMENT OF FEDERAL STEWARDSHIP
|
10.
|
STATEMENT OF SUBSTANTIAL INVOLVEMENT
|
a.
|
Government Insight
|
b.
|
Specific activities to be conducted by DOE
|
1.
|
Risk Evaluation - DOE will review the Recipient's initial Risk Mitigation Plan (RMP) for quality and completeness. DOE will also monitor updates to the RMP and actions taken by the Recipient during the performance of its award to mitigate risks and improve the probability of successful execution of the integrated Biorefinery project. At DOE's discretion, additional independent risk analyses of the project by DOE consultants may be requested.
|
2.
|
Independent Engineering Assessments -DOE will engage a private, independent engineering (IE) firm to assist in assessing the progress of the project and provide timely and accurate reports to DOE. The Recipient will ensure that the IE has access to any and all relevant documentation sufficient to allow the IE to provide independent evaluations to DOE on the progress of the project. Such documentation includes but is not limited to the following:
|
11.
|
SITE VISITS
|
12.
|
REPORTING REQUIREMENTS
|
a.
|
Requirements
. The reporting requirements for this award are identified on the Federal Assistance Reporting Checklist, DOE F 4600.2, attached to this award. Failure to comply with these reporting requirements is considered a material noncompliance with the terms of the award. Noncompliance may result in withholding of future payments, suspension or termination of the current award, and withholding of future awards. A willful failure to perform, a history of failure to perform, or unsatisfactory performance of this and/or other financial assistance awards, may also result in a debarment action to preclude future awards by Federal agencies.
|
b.
|
Dissemination of scientific/technical reports
. Scientific/technical reports submitted under this award will be disseminated on the Internet via the DOE Information Bridge (
www.osti.gov/bridge
), unless the report contains patentable material, protected data or SBIR/STTR data. Citations for journal articles produced under the award will appear on the DOE Energy Citations Database (
www.osti.gov/energycitations
).
|
c.
|
Restrictions
. Reports submitted to the DOE Information Bridge must not contain any Protected Personal Identifiable Information (PII), limited rights data (proprietary data), classified information, information subject to export control classification, or other information not subject to release.
|
13.
|
PUBLICATIONS
|
a.
|
You are encouraged to publish or otherwise make publicly available the results of the work conducted under the award.
|
b.
|
An acknowledgment of DOE support and a disclaimer must appear in the publication of any material, whether copyrighted or not, based on or developed under this project, as follows:
|
14.
|
FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS
|
15.
|
INTELLECTUAL PROPERTY PROVISIONS AND CONTACT INFORMATION
|
a.
|
The intellectual property provisions applicable to this award are provided as an attachment to this award or are referenced in the Assistance Agreement.
|
b.
|
Questions regarding intellectual property matters should be referred to the DOE Award Administrator identified and the Patent Counsel designated as the service provider for the DOE office that issued the award.
|
16.
|
NATIONAL SECURITY: CLASSIFIABLE RESULTS ORIGINATING UNDER AN AWARD
|
a.
|
This award is intended for unclassified, publicly releasable research. You will not be granted access to classified information. DOE does not expect that the results of the research project will involve classified information. Under certain circumstances, however, a classification review of information originated under the award may be required. The Department may review research work generated under this award at any time to determine if it requires classification.
|
b.
|
Executive Order 12958 (60 Fed. Reg. 19,825 (1995)) states that basic scientific research information not clearly related to the national security shall not be classified. Nevertheless, some information concerning (among other things) scientific, technological, or economic matters relating to national security or cryptology may require classification. If you originate information during the course of this award that you believe requires classification, you must promptly:
|
1.
|
Notify the DOE Project Officer and the DOE Award Administrator;
|
2.
|
Submit the information by registered mail directly to the Director, Office of Classification and Information Control, SO-10.2; U.S. Department of Energy; P.O. Box A; Germantown, MD 20875-0963, for classification review.
|
3.
|
Restrict access to the information to the maximum extent possible until you are informed that the information is not classified, but no longer than 30 days after receipt by the Director, Office of Classification and Information Control
|
c.
|
If you originate information concerning the production or utilization of special nuclear material (i.e., plutonium, uranium enriched in the isotope 233 or 235, and any other material so determined under section 51 of the Atomic Energy Act) or nuclear energy, you must:
|
1.
|
Notify the DOE Project Officer and the DOE Award Administrator;
|
2.
|
Submit the information by registered mail directly to the Director, Office of Classification and Information Control, SO-10.2; U.S. Department of Energy; P. O. Box A; Germantown, MD 20875-0963 for classification review within 180 days of the date the Recipient first discovers or first has reason to believe that the information is useful in such production or utilization; and
|
3.
|
Restrict access to the information to the maximum extent possible until you are informed that the information is not classified, but no longer than 90 days after receipt by the Director, Office of Classification and Information Control.
|
d.
|
If DOE determines any of the information requires classification, you agree that the Government may terminate the award by mutual agreement in accordance with 10 CFR 600.25(d). All material deemed to be classified must be forwarded to DOE, in a manner specified by DOE.
|
e.
|
If DOE does not respond within the specified time periods, you are under no further obligation to restrict access to the information.
|
17.
|
LOBBYING RESTRICTIONS
|
18.
|
NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS -- SENSE OF CONGRESS
|
19.
|
PROPERTY
|
20.
|
DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS
|
21.
|
INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP
|
a.
|
You shall immediately notify the DOE of the occurrence of any of the following events: (i) you or your parent's filing of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act; (ii) your consent to the institution of an involuntary case under the Bankruptcy Act against you or your parent; (iii) the filing of any similar proceeding for or against you or your parent, or your consent to the dissolution, winding-up or readjustment of your debts, appointment of a receiver, conservator, trustee, or other officer with similar powers over you, under any other applicable state or federal law; or (iv) your insolvency due to its inability to pay debts generally as they become due.
|
b.
|
Such notification shall be in writing and shall: (i) specifically set out the details of the occurrence of an event referenced in paragraph (a); (ii) provide the facts surrounding that event; and (iii) provide the impact such event will have on the project being funded by this award.
|
c.
|
Upon the occurrence of any of the four events described in paragraph a. of this provision, DOE reserves the right to conduct a review of your award to determine your compliance with the required elements of the award (including such items as cost share, progress towards technical project objectives, and submission of required reports). If the DOE review determines that there are significant deficiencies or concerns with your performance under the award, DOE reserves the right to impose additional requirements, as needed, including (i) change of payment method; or (ii) institute payment controls.
|
d.
|
Failure of the Recipient to comply with this provision may be considered a material noncompliance of this financial assistance award by the Contracting Officer.
|
22.
|
INDEMNITY
|
23.
|
SPECIAL PROVISIONS RELATING TO WORK FUNDED UNDER AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (May 2009)
|
24.
|
REPORTING AND REGISTRATION REQUIREMENTS UNDER SECTION 1512 OF THE RECOVERY ACT
|
(a)
|
This award requires the recipient to complete projects or activities which are funded under the American Recovery and Reinvestment Act of 2009 (Recovery Act) and to report on use of Recovery Act funds provided through this award. Information from these reports will be made available to the public.
|
(b)
|
The reports are due no later than ten calendar days after each calendar quarter in which the Recipient receives the assistance award funded in whole or in part by the Recovery Act.
|
(c)
|
Recipients and their first-tier subrecipients must maintain current registrations in the Central Contractor Registration (
http://www.ccr.gov
) at all times during which they have active federal awards funded with Recovery Act funds. A Dun and Bradstreet Data Universal Numbering System (DUNS) Number (
http://www.dnb.com
) is one of the requirements for registration in the Central Contractor Registration.
|
(d)
|
The recipient shall report the information described in section 1512(c) of the Recovery Act using the reporting instructions and data elements that will be provided online at
http://www.FederalReporting.gov
and ensure that any information that is pre-filled is corrected or updated as needed.
|
25.
|
REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS - SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009
|
(a)
|
Definitions.
As used in this award term and condition-
|
(1)
|
Manufactured good
means a good brought to the construction site for incorporation into the building or work that has been-
|
(i)
|
Processed into a specific form and shape; or
|
(ii)
|
Combined with other raw material to create a material that has different properties than the properties of the individual raw materials.
|
(2)
|
Public building and public work
means a public building of, and a public work of, a governmental entity (the United States; the District of Columbia; commonwealths, territories, and minor outlying islands of the United States; State and local governments; and multi-State, regional, or interstate entities which have governmental functions). These buildings and works may include, without limitation, bridges, dams, plants, highways, parkways, streets, subways, tunnels, sewers, mains, power lines, pumping stations, heavy generators, railways, airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties, breakwaters, levees, and canals, and the construction, alteration, maintenance, or repair of such buildings and works.
|
(3)
|
Steel
means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements.
|
(b)
|
Domestic preference.
(1) This award term and condition implements Section 1605 of the American Recovery and Reinvestment Act of 2009 (Recovery Act) (Pub. L. 111-5), by requiring that all iron, steel, and manufactured goods used in the project are produced in the United States except as provided in paragraph (b)(3) of this section and condition.
|
(2)
|
This requirement does not apply to the material listed by the Federal Government as follows:
|
(3)
|
The award official may add other iron, steel, and/or manufactured goods to the list in paragraph (b)(2) of this section and condition if the Federal Government determines that-
|
(i)
|
The cost of the domestic iron, steel, and/or manufactured goods would be unreasonable. The cost of domestic iron, steel, or manufactured goods used in the project is unreasonable when the cumulative cost of such material will increase the cost of the overall project by more than 25 percent;
|
(ii)
|
The iron, steel, and/or manufactured good is not produced, or manufactured in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or
|
(iii)
|
The application of the restriction of section 1605 of the Recovery Act would be inconsistent with the public interest.
|
(c)
|
Request for determination of inapplicability of Section 1605 of the Recovery Act
. (1)(i) Any recipient request to use foreign iron, steel, and/or manufactured goods in accordance with paragraph (b)(3) of this section shall include adequate information for Federal Government evaluation of the request, including-
|
(A)
|
A description of the foreign and domestic iron, steel, and/or manufactured goods;
|
(B)
|
Unit of measure;
|
(C)
|
Quantity;
|
(D)
|
Cost;
|
(E)
|
Time of delivery or availability;
|
(F)
|
Location of the project;
|
(G)
|
Name and address of the proposed supplier; and
|
(H)
|
A detailed justification of the reason for use of foreign iron, steel, and/or manufactured goods cited in accordance with paragraph (b)(3) of this section.
|
(ii)
|
A request based on unreasonable cost shall include a reasonable survey of the market and a completed cost comparison table in the format in paragraph (d) of this section.
|
(iii)
|
The cost of iron, steel, and/or manufactured goods material shall include all delivery costs to the construction site and any applicable duty.
|
(iv)
|
Any recipient request for a determination submitted after Recovery Act funds have been obligated for a project for construction, alteration, maintenance, or repair shall explain why the recipient could not reasonably foresee the need for such determination and could not have requested the determination before the funds were obligated. If the recipient does not submit a satisfactory explanation, the award official need not make a determination.
|
(2)
|
If the Federal Government determines after funds have been obligated for a project for construction, alteration, maintenance, or repair that an exception to section 1605 of the Recovery Act applies, the award official will amend the award to allow use of the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is nonavailability or public interest, the amended award shall reflect adjustment of the award amount, redistribution of budgeted funds, and/or other actions taken to cover costs associated with acquiring or using the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is the unreasonable cost of the domestic iron, steel, or manufactured goods, the award official shall adjust the award amount or redistribute budgeted funds by at least the differential established in 2 CFR 176.110(a).
|
(3)
|
Unless the Federal Government determines that an exception to section 1605 of the Recovery Act applies, use of foreign iron, steel, and/or manufactured goods is noncompliant with section 1605 of the American Recovery and Reinvestment Act.
|
(d)
|
Data.
To permit evaluation of requests under paragraph (b) of this section based on unreasonable cost, the Recipient shall include the following information and any applicable supporting data based on the survey of suppliers:
|
Description
|
Unit of measure
|
Quantity
|
Cost
(dollars)*
|
Item 1:
|
|
|
|
Foreign steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Domestic steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Item 2:
|
|
|
|
Foreign steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Domestic steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
26.
|
REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS (COVERED UNDER INTERNATIONAL AGREEMENTS) - SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009
|
(2)
|
A Free Trade Agreement (FTA) country (Australia, Bahrain, Canada, Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Israel, Mexico, Morocco, Nicaragua, Oman, Peru, or Singapore); or
|
(3)
|
A United States-European Communities Exchange of Letters (May 15, 1995) country: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden, and United Kingdom.
|
(2)
|
In the case of a manufactured good that consist in whole or in part of materials from another country, has been substantially transformed in a designated country into a new and different manufactured good distinct from the materials from which it was transformed.
|
(2)
|
In the case of a manufactured good that consists in whole or in part of materials from another country, has been substantially transformed in the United States into a new and different manufactured good distinct from the materials from which it was transformed. There is no requirement with regard to the origin of components or subcomponents in manufactured goods or products, as long as the manufacture of the goods occurs in the United States.
|
(1)
|
Processed into a specific form and shape; or
|
(2)
|
Combined with other raw material to create a material that has different properties than the properties of the individual raw materials.
|
(b)
|
Iron, steel, and manufactured goods.
(1) The award term and condition described in this section implements-
|
(i)
|
Section 1605(a) of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (Recovery Act), by requiring that all iron, steel, and manufactured goods used in the project are produced in the United States; and
|
(ii)
|
Section 1605(d), which requires application of the Buy American requirement in a manner consistent with U.S. obligations under international agreements. The restrictions of section 1605 of the Recovery Act do not apply to designated country iron, steel, and/or manufactured goods. The Buy American requirement in section 1605 shall not be applied where the iron, steel or manufactured goods used in the project are from a Party to an international agreement that obligates the recipient to treat the goods and services of that Party the same as domestic goods and services. This obligation shall only apply to projects with an estimated value of $7,443,000 or more.
|
(2)
|
The recipient shall use only domestic or designated country iron, steel, and manufactured goods in performing the work funded in whole or part with this award, except as provided in paragraphs (b)(3) and (b)(4) of this section.
|
(3)
|
The requirement in paragraph (b)(2) of this section does not apply to the iron, steel, and manufactured goods listed by the Federal Government as follows:
|
(4)
|
The award official may add other iron, steel, and manufactured goods to the list in paragraph (b)(3) of this section if the Federal Government determines that-
|
(i)
|
The cost of domestic iron, steel, and/or manufactured goods would be unreasonable. The cost of domestic iron, steel, and/or manufactured goods used in the project is unreasonable when the cumulative cost of such material will increase the overall cost of the project by more than 25 percent;
|
(ii)
|
The iron, steel, and/or manufactured good is not produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality; or
|
(iii)
|
The application of the restriction of section 1605 of the Recovery Act would be inconsistent with the public interest.
|
(c)
|
Request for determination of inapplicability of section 1605 of the Recovery Act or the Buy American Act.
(1)(i) Any recipient request to use foreign iron, steel, and/or manufactured goods in accordance with paragraph (b)(4) of this section shall include adequate information for Federal Government evaluation of the request, including-
|
(A)
|
A description of the foreign and domestic iron, steel, and/or manufactured goods;
|
(B)
|
Unit of measure;
|
(C)
|
Quantity;
|
(D)
|
Cost;
|
(E)
|
Time of delivery or availability;
|
(F)
|
Location of the project;
|
(G)
|
Name and address of the proposed supplier; and
|
(H)
|
A detailed justification of the reason for use of foreign iron, steel, and/or manufactured goods cited in accordance with paragraph (b)(4) of this section.
|
(ii)
|
A request based on unreasonable cost shall include a reasonable survey of the market and a completed cost comparison table in the format in paragraph (d) of this section.
|
(iii)
|
The cost of iron, steel, or manufactured goods shall include all delivery costs to the construction site and any applicable duty.
|
(iv)
|
Any recipient request for a determination submitted after Recovery Act funds have been obligated for a project for construction, alteration, maintenance, or repair shall explain why the recipient could not reasonably foresee the need for such determination and could not have requested the determination before the funds were obligated. If the recipient does not submit a satisfactory explanation, the award official need not make a determination.
|
(2)
|
If the Federal Government determines after funds have been obligated for a project for construction, alteration, maintenance, or repair that an exception to section 1605 of the Recovery Act applies, the award official will amend the award to allow use of the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is nonavailability or public interest, the amended award shall reflect adjustment of the award amount, redistribution of budgeted funds, and/or other appropriate actions taken to cover costs associated with acquiring or using the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is the unreasonable cost of the domestic iron, steel, or manufactured goods, the award official shall adjust the award amount or redistribute budgeted funds, as appropriate, by at least the differential established in 2 CFR 176.110(a).
|
(3)
|
Unless the Federal Government determines that an exception to section 1605 of the Recovery Act applies, use of foreign iron, steel, and/or manufactured goods other than designated country iron, steel, and/or manufactured goods is noncompliant with the applicable Act.
|
(d)
|
Data.
To permit evaluation of requests under paragraph (b) of this section based on unreasonable cost, the applicant shall include the following information and any applicable supporting data based on the survey of suppliers:
|
Description
|
Unit of measure
|
Quantity
|
Cost
(dollars)*
|
Item 1:
|
|
|
|
Foreign steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Domestic steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Item 2:
|
|
|
|
Foreign steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
Domestic steel, iron, or manufactured good
|
_________
|
_________
|
_________
|
27.
|
RECOVERY ACT TRANSACTIONS LISTED IN SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND RECIPIENT RESPONSIBILITIES FOR INFORMING SUBRECIPIENTS
|
(a)
|
To maximize the transparency and accountability of funds authorized under the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (Recovery Act) as required by Congress and in accordance with 2 CFR 215.21 “Uniform Administrative Requirements for Grants and Agreements” and OMB Circular A-102 Common Rules provisions, recipients agree to maintain records that identify adequately the source and application of Recovery Act funds. OMB Circular A-102 is available at
http://www.whitehouse.gov/omb/circulars/a102/a102.html.
|
(b)
|
For recipients covered by the Single Audit Act Amendments of 1996 and OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations,” recipients agree to separately identify the expenditures for Federal awards under the Recovery Act on the Schedule of Expenditures of Federal Awards (SEFA) and the Data Collection Form (SF-SAC) required by OMB Circular A-133. OMB Circular A-133 is available at
http://www.whitehouse.gov/omb/circulars/a133/a133.html.
This shall be accomplished by identifying expenditures for Federal awards made under the Recovery Act separately on the SEFA, and as separate rows under Item 9 of Part III on the SF-SAC by CFDA number, and inclusion of the prefix “ARRA-” in identifying the name of the Federal program on the SEFA and as the first characters in Item 9d of Part III on the SF-SAC.
|
(c)
|
Recipients agree to separately identify to each subrecipient, and document at the time of subaward and at the time of disbursement of funds, the Federal award number, CFDA number, and amount of Recovery Act funds. When a recipient awards Recovery Act funds for an existing program, the information furnished to subrecipients shall distinguish the subawards of incremental Recovery Act funds from regular subawards under the existing program.
|
(d)
|
Recipients agree to require their subrecipients to include on their SEFA information to specifically identify Recovery Act funding similar to the requirements for the recipient SEFA described above. This information is needed to allow the recipient to properly monitor subrecipient expenditure of ARRA funds as well as oversight by the Federal awarding agencies, Offices of Inspector General and the Government Accountability Office.
|
28.
|
WAGE RATE REQUIREMENTS UNDER SECTION 1606 OF THE RECOVERY ACT
|
(a)
|
Section 1606 of the Recovery Act requires that all laborers and mechanics employed by contractors and subcontractors on projects funded directly by or assisted in whole or in part by and through the Federal Government pursuant to the Recovery Act shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code.
|
(b)
|
For additional guidance on the wage rate requirements of section 1606, contact your awarding agency. Recipients of grants, cooperative agreements and loans should direct their initial inquiries concerning the application of Davis-Bacon requirements to a particular federally assisted project to the Federal agency funding the project. The Secretary of Labor retains final coverage authority under Reorganization Plan Number 14.
|
29.
|
DAVIS BACON ACT AND CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
|
(1)
|
“Award” means any grant, cooperative agreement or technology investment agreement made with Recovery Act funds by the Department of Energy (DOE) to a Recipient. Such Award must require compliance with the labor standards clauses and wage rate requirements of the Davis-Bacon Act (DBA) for work performed by all laborers and mechanics employed by Recipients (other than a unit of State or local government whose own employees perform the construction) Subrecipients, Contractors, and subcontractors.
|
(2)
|
“Contractor” means an entity that enters into a Contract. For purposes of these clauses, Contractor shall include (as applicable) prime contractors, Recipients, Subrecipients, and Recipients' or Subrecipients' contractors, subcontractors, and lower-tier subcontractors. “Contractor” does not mean a unit of State or local government where construction is performed by its own employees.”
|
(3)
|
“Contract” means a contract executed by a Recipient, Subrecipient, prime contractor, or any tier subcontractor for construction, alteration, or repair. It may also mean (as applicable) (i) financial assistance instruments such as grants, cooperative agreements, technology investment agreements, and loans; and, (ii) Sub awards, contracts and subcontracts issued under financial assistance agreements. “Contract” does not mean a financial assistance instrument with a unit of State or local government where construction is performed by its own employees.
|
(4)
|
“Contracting Officer” means the DOE official authorized to execute an Award on behalf of DOE and who is responsible for the business management and non-program aspects of the financial assistance process.
|
(5)
|
“Recipient” means any entity other than an individual that receives an Award of Federal funds in the form of a grant, cooperative agreement, or technology investment agreement directly from the Federal Government and is financially accountable for the use of any DOE funds or property, and is legally responsible for carrying out the terms and conditions of the program and Award.
|
(6)
|
“Subaward” means an award of financial assistance in the form of money, or property in lieu of money, made under an award by a Recipient to an eligible Subrecipient or by a Subrecipient to a lower-tier subrecipient. The term includes financial assistance when provided by any legal agreement, even if the agreement is called a contract, but does not include the Recipient's procurement of goods and services to carry out the program nor does it include any form of assistance which is excluded from the definition of “Award” above.
|
(7)
|
“Subrecipient” means a non-Federal entity that expends Federal funds received from a Recipient to carry out a Federal program, but does not include an individual that is a beneficiary of such a program.
|
(ii)
|
(A) The Contracting Officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the Contract shall be classified in conformance with the wage determination. The Contracting Officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:
|
CONSTRUCTION TYPE
|
WAGE DETERMINATION NUMBER
|
GENERAL DECISION NUMBER
|
Building
|
CA29, CO7, CA25, KS8
|
CA100029 03/19/2010 CA29
CO100007 03/12/2010 CO7
CA100025 03/12/2010 CA25
KS100008 03/19/2010 KS8
|
Highway
|
n/a
|
n/a
|
Residential
|
n/a
|
n/a
|
30.
|
CONTINGENCY
|
(a)
|
Contingency Requirement
. A minimum amount of Contingency is required for awards selected under Funding Opportunity Announcement DE-FOA-0000096. “Contingency” is defined in the Appendix as: “a provision in the Project Management Plan to mitigate cost and/or schedule risk.” Contingency funds must be (a) liquid, (b) immediately available, and (c) unrestricted funds dedicated exclusively to the Project for the purpose of mitigating project performance baseline risk. Contingency funds may come from a variety of sources, as approved by the Contracting Officer on a case-by-case basis in accordance with the Appendix to these Special Terms and Conditions (Attachment 5).
|
(b)
|
Minimum Amount of Contingency
. Initial Contingency funds shall be not less than 25 percent of the Total Project Cost that begins with Budget Period 2, as more specifically described in Section B(2) of the Appendix to these Special Terms and Conditions (Attachment 5).
|
(c)
|
Contingency Not Counted Toward Cost Share or DOE Reimbursement
. Contingency is in addition to the Total Project Cost and cannot count toward cost share or result in reimbursement by DOE above the share approved in the award.
|
(d)
|
Appendix
. All of the terms and conditions set forth in this provision shall be further subject to the requirements and clarifications of Attachment 5.
|
31.
|
NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS
|
32.
|
SUBCONTRACT APPROVALS
|
a.
|
At Risk Notice
: The Recipient must obtain written approval by the Contracting Officer for reimbursement of costs associated with subcontractors/activities listed in paragraph b. below. No funds shall be expended on the subcontracts supporting the tasks identified in paragraph b. below unless DOE approval is provided. DOE does not guarantee or assume any obligation to reimburse costs incurred by the Recipient or subcontractor for these tasks, until approval is provided in writing by the Contracting Officer.
|
b.
|
Contracting Officer approval as set out above is requested for the following:
|
c.
|
Upon written approval by the Contracting Officer, the Recipient may then receive payment for the tasks identified in paragraph b. above for allowable costs incurred, or DOE will recognize costs incurred toward cost share requirements, if any, in accordance with the payment provisions contained in the Special Terms and Conditions of this agreement.
|
(A)
|
Amyris is a technology company focused on the research, development, production and sale of high-performance renewable chemicals, which produces certain renewable products based on the microbial technology developed by it to convert simple sugars into specific compounds by means of fermentation;
|
(B)
|
Paraíso is a sugar, alcohol and power plant which produces sugarcane juice as a byproduct;
|
(C)
|
Amyris and Paraíso executed, on the date hereof, an Agreement for the Supply of Sugarcane Juice and Other Utilities (“
Supply Agreement
”), which establishes the obligations and liabilities of the parties for full compliance with the obligations assumed thereunder;
|
(D)
|
Paraíso is the lawful owner of a tract of land and some rights-of-way located in the City of Brotas, State of São Paulo, which are described in Exhibit I hereto (hereinafter referred to as “
Real Property
”);
|
(E)
|
Pursuant to the provisions hereof, Paraíso wishes to deliver the Real Property to Amyris for construction of an industrial plant for sugarcane juice evaporation and fermentation (“Amyris Biorefinery”), which shall be operated and maintained by Amyris or by third parties engaged by Amyris;
|
(F)
|
Except for the first perfected mortgage bond certificate exclusively in behalf of Banco do Brasil S.A., registered in [*] under [*] and the amendments to which are registered under [*], and for the second mortgage bond certificate in behalf of Banco Rabobank International Brasil S.A., the conditions of which are not breached hereby, the Real Property is free and clear of any options, rights of first refusal, attachments, debts, outstanding taxes and any other liens or encumbrances in any way limiting conduction of Amyris' activities, as contemplated herein, either of an environmental nature, imposed by zoning rules or of any other nature;
|
(G)
|
Paraíso represents and warrants that this instrument does not breach any provision of the planned Agreement with Creditors contemplated in the Request for Homologation of Agreement with Creditors No. 095.01.2009.005156-00, in progress in the Court of the Judicial District of Brotas, State of São Paulo (“Plan”) ;
|
a)
|
To ensure peaceable and uncontested possession of the Real Property to Amyris, continuity of Amyris Biorefinery's operations, protection against complaints, misfeasance and trespass by third parties, security and control of the access to the Real Property, prohibiting the entry of employees and third parties not involved in the operations of Amyris Biorefinery, and being liable to Amyris for any damage and/or loss caused to Amyris by the fault of Paraíso, as well as by the fault of its respective representatives and contractors;
|
b)
|
Subject to the terms and conditions of the Supply Agreement, to provide or execute all documents that may be required for Amyris to obtain the permits and licenses required by law for conduction of the activities of Amyris Biorefinery, including those relating to the possible establishment of a branch on the leased land, pursuant to the provisions of article 1000 of Law 10406/02;
|
c)
|
Neither to assign nor to transfer the use of the Real Property to third parties, wholly or in part;
|
d)
|
Not to alienate, encumber or burden the Real Property without the prior written consent of Amyris, as well as to immediately cancel any attachment, seizure or encumbrance of any kind created by third parties on the Real Property, except for the first perfected mortgage bond certificate exclusively in behalf of Banco do Brasil S.A., registered in [*] under [*] and the amendments to which are registered under [*], and for the second mortgage bond certificate in behalf of Banco Rabobank International Brasil S.A., which have already been created;
|
e)
|
Not to assign, transmit or transfer to Amyris, directly or indirectly, any of its obligations and liabilities resulting from ownership or possession of the Real Property;
|
f)
|
To be liable to the governmental authorities and to any third party, without prejudice to the provisions of subsection 3.2(e) hereof, for all obligations relating to the Real Property, including, without limitation to, any contaminations or environmental liabilities, the creation, maintenance, regularization and/or recovery of legal reserves and/or permanent protection areas, licenses and other applicable environmental obligations, as well as for taxes and charges of any kind levied on the Real Property;
|
g)
|
To allow Amyris to establish and maintain a branch in the Real Property's facilities as part of the subject matter hereof;
|
h)
|
To allow Amyris to grant free access to and/or to assign, wholly or in part, the right of use of the Real Property to its representatives and contractors involved in the construction, operation and maintenance of Amyris Biorefinery;
|
i)
|
To indemnify Amyris for the necessary improvements, pursuant to the terms and conditions of Subsections 1.5, 1.6 and 1.7 hereof.
|
a)
|
To pay the rent in the form and within the term established herein;
|
b)
|
To exercise care for the Real Property and to keep it in a perfect state of conservation and cleanliness;
|
c)
|
Neither to assign nor to transfer the use of the Real Property to third parties without the prior and express approval of Paraíso;
|
d)
|
To observe the determinations of the competent public authorities and to cause compliance with all applicable rules and determinations of federal, state and municipal authorities with regard to the use of the Real Property;
|
e)
|
To observe the applicable environmental law, being liable for the damages provenly caused to the Real Property by the exclusive fault and/or negligence of Amyris and/or its subcontractors, during the period of installation of Amyris Biorefinery.
|
(i)
|
any and all damages or losses of any nature or amount, as well as mental anguish and any and all expenses relating to such damages or losses, including, without limitation to, taxes plus fines and interest, court costs, attorneys', consultants', accountants' or auditors' fees incurred by the Aggrieved Party as a result of the breach of or noncompliance with any of the duties or obligations of the Responsible Party contemplated herein; and
|
(ii)
|
any and all losses and damages in any amount relating to liabilities or contingencies of any kind concerning Amyris Biorefinery and the generating event of which is a negligent or malicious action or failure to act of the Responsible Party, including, without limitation to, any labor, social security, tax, civil, commercial, environmental or regulatory liabilities or contingencies or any other liability relating to the Real Property.
|
Subsidiaries
|
State or Other Jurisdiction of Incorporation or
Organization
|
Amyris Fuels, LLC
|
Delaware
|
AB Technologies LLC
|
Delaware
|
Amyris Brasil Ltda.
|
Brazil
|
SMA Indústria Química S.A.
|
Brazil
|
1.
|
I have reviewed this Annual Report on Form 10-K of Amyris, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
Date: March 28, 2013
|
|
|
/s/ STEVEN R. MILLS
|
|
|
|
Steven R. Mills
|
|
|
|
Chief Financial Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Amyris, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
Date: March 28, 2013
|
|
|
/s/ JOHN MELO
|
|
|
|
John Melo
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date: March 28, 2013
|
|
|
/s/ JOHN MELO
|
|
|
|
John Melo
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: March 28, 2013
|
|
|
/s/ STEVEN R. MILLS
|
|
|
|
Steven R. Mills
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|