LanzaTech (US:LNZA)2024-02-29 22:22PART I Item 1. Business LanzaTech is a carbon refining company, transforming waste carbon into sustainable fuels, fabrics, and packaging - LanzaTech is a nature-based carbon refining company that transforms waste carbon into chemical building blocks for sustainable fuels, fabrics, and packaging, aiming to reduce reliance on virgin fossil fuels and create a circular carbon economy21 - The company's proprietary gas fermentation technology uses microbes to convert waste carbon (industrial gases, biomass, municipal solid waste) into ethanol and other chemicals, with six commercial plants operating globally (China, India, Belgium) and demonstration facilities in Canada and Japan222324 - LanzaTech employs a dual business model: a capital-light licensing model (generating licensing, royalty, and service fees from customer-owned plants) and a co-development model (minority investment in select projects to accelerate new feedstock/product integration and capture additional value)29 - The technology has produced over 75 million gallons of fuel-grade ethanol, mitigating over 380,000 tons of CO2 since May 2018, and is also developing biocatalysts for acetone, isopropanol, and precursors for SAF, sustainable diesel, ethylene, and PET25 - Key competitive advantages include a proven, differentiated, adaptable proprietary technology platform, low-carbon enabling technology, validation through partnerships with industry leaders, third-party sustainability certifications (RSB, ISCC PLUS, CORSIA), strong intellectual property (1,473 granted patents, 634 pending applications), and extensive industry experience444548495051525355 - The global addressable market for SAF from recycled carbon is estimated at $180 billion, with additional markets in single-cell protein ($16 billion), MEG ($28 billion), and PET packaging ($44 billion)3738 Item 1A. Risk Factors LanzaTech faces risks from continued operating losses, partner dependency, market volatility, intense competition, and financing needs - LanzaTech has incurred net losses of $134.1 million in 2023 and $76.4 million in 2022, with an accumulated deficit of $831.9 million as of December 31, 2023, and anticipates continued losses until operations scale sufficiently199403 - The company's growth strategy heavily relies on industry partners for plant operations, technology deployment, and commercialization; failure to maintain or establish these relationships could prevent profitability202 - Fluctuations in prices of waste-based feedstocks and fossil fuels, as well as feedstock availability, can significantly impact cost structure, gross margins, and competitiveness219220221223 - LanzaTech operates in an industry with rapidly advancing technologies and intense competition, facing indirect competition from companies with greater resources and brand recognition, which could render its technology obsolete224226227228 - The company may require substantial additional financing to fund operations and commercialize its process technologies, and there is no guarantee such financing will be available on favorable terms232235236 - LanzaTech holds a minority (approximately 23%) stake in LanzaJet and has granted LanzaJet an exclusive license for certain SAF-related intellectual property, limiting LanzaTech's direct participation in new SAF production opportunities248249 - The company's operations in China are subject to political and economic uncertainties, including potential changes in government policies, trade restrictions, and regulatory interventions, which could adversely affect revenue and business operations311313314319322 - Material weaknesses in internal control over financial reporting were identified in 2023, particularly concerning complex transactions and revenue recognition, which could adversely affect financial reporting accuracy and timeliness, and potentially lead to sanctions or litigation369370373766768 Item 1B. Unresolved Staff Comments There are no unresolved staff comments to report - No unresolved staff comments383 Item 1C. Cybersecurity LanzaTech has implemented a cybersecurity program aligned with NIST CSF, integrated into its enterprise risk management framework - LanzaTech has a cybersecurity program aligned with NIST CSF, integrating risk management into its enterprise framework, and employing administrative, technical, and physical safeguards384 - The company engages external consultants for oversight and conducts periodic risk assessments, including annual third-party penetration tests, and assesses critical third-party information security capabilities385 - The Audit Committee of the Board oversees cybersecurity, receiving quarterly updates from the CISO, who has over 30 years of experience and CISSP certification386387 - No cybersecurity incidents with a material impact on the business or financial statements have been identified to date388 Item 2. Properties LanzaTech's global headquarters and R&D center are in Skokie, Illinois, with a biorefinery in Soperton, Georgia, for scale-up and production - Global headquarters and R&D center are in Skokie, Illinois, with laboratories for synthetic biology, product synthesis, and analytics389 - The LanzaTech Freedom Pines Biorefinery in Soperton, Georgia, is used for scaling up and production, including multiple >100L gas fermentation systems and ATJ process scale-up389194 Item 3. Legal Proceedings LanzaTech may be involved in legal proceedings, but no pending matters are expected to materially impact its financial position - The company may be involved in legal proceedings and claims in the normal course of business390 - No pending legal matters are expected to have a material adverse impact on financial position, results of operations, or cash flows390 Item 4. Mine Safety Disclosures LanzaTech has no disclosures related to mine safety - No mine safety disclosures391 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities LanzaTech's common stock and warrants are listed on Nasdaq, with no cash dividends paid, and future earnings retained for operations - Common stock (LNZA) and warrants (LNZAW) are listed on the Nasdaq Capital Market393 Holders of Record (December 31, 2023) | Class | Holders of Record | | :------------------ | :---------------- | | Common Stock | 105 | | Warrants | 2 | - The company has never declared or paid cash dividends and anticipates retaining all future earnings for business operations and expansion395 Item 6. [Reserved] This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations LanzaTech's net loss increased in 2023 despite revenue growth, driven by higher operating expenses and the impact of the Business Combination - LanzaTech is a nature-based carbon refining company focused on converting waste carbon into sustainable fuels and chemicals, primarily ethanol, through a licensing business model401402 Key Financial Metrics (2023 vs. 2022) (in thousands) | Metric | 2023 | 2022 | Change | % Change | | :-------------------- | :-------- | :-------- | :-------- | :------- | | Revenue | $62,631 | $37,343 | $25,288 | 68% | | Net Loss | $(134,098) | $(76,356) | $(57,742) | 76% | | One-Time Revenue | $57,754 | $33,764 | $23,990 | 71% | | Recurring Revenue | $4,877 | $3,579 | $1,298 | 36% | | Cost of Revenues | $(44,979) | $(28,287) | $(16,692) | 59% | | SG&A | $(50,438) | $(26,804) | $(23,634) | 88% | | Adjusted EBITDA | $(80,144) | $(69,220) | $(10,924) | 16% | Capacity (in thousands of tonnes per annum) | Metric | Value | | :--------------------- | :---- | | Capacity as of Dec 31, 2022 | 150 | | Additions | 94 | | Capacity as of Dec 31, 2023 | 244 | - Revenue increased by $25.3 million (68%) in 2023, primarily due to a $16.6 million increase in engineering and other services from existing customers, $3.6 million from new customers, $2.4 million from joint development agreements, and $1.3 million from licensing fees434 - R&D expense increased by $15.0 million (28%) in 2023, mainly due to higher stock compensation ($4.1 million incremental, $1.2 million RSA vesting), increased personnel and contractor expenses ($4.1 million), and consumables ($2.8 million)436 - SG&A expense increased by $23.6 million (88%) in 2023, driven by one-time professional services fees related to the Business Combination ($13.0 million), RSA vesting and employee transition arrangements ($3.9 million), and incremental stock compensation ($5.3 million)437 - Net cash used in operating activities was $(97.3) million in 2023, primarily due to the net loss, partially offset by non-cash charges like fair value changes in financial instruments and share-based compensation457 - Net cash provided by financing activities was $148.2 million in 2023, driven by $213.4 million from the Business Combination and PIPE financing, partially offset by a $60.1 million Forward Purchase Agreement prepayment and $7.7 million in equity instrument repurchases461 - LanzaTech became a large accelerated filer and lost its emerging growth company status as of December 31, 2023, requiring non-scaled larger company disclosures starting Q1 2024492 Item 7A. Quantitative and Qualitative Disclosures About Market Risk LanzaTech is exposed to market risks including interest rate, foreign currency, and commodity pricing, with credit risk concentrated among key customers - Primary market risk exposure is interest rate sensitivity, managed by investing in short-term money market funds, U.S. Treasury obligations, and high-quality corporate bonds500 - Subject to foreign currency exchange risk from translation of foreign subsidiaries' financial statements and transactions with foreign vendors501 - CarbonSmart products are not directly impacted by commodity prices due to unique feedstock (recycled carbon emissions), but demand is indirectly influenced by fossil and first-generation biofuel prices502503 - Credit risk exists due to revenue concentration with a limited number of significant customers504 - Equity price risk affects the ability to raise additional funding through common stock sales, given past and potential future volatility505 - Inflation increases costs of labor, laboratory supplies, consumables, and equipment, materially affecting cost of revenues506 Item 8. Financial Statements and Supplementary Data This section presents LanzaTech's consolidated financial statements and detailed notes for 2023 and 2022, covering key accounting policies and financial instruments Report of Independent Registered Public Accounting Firm Deloitte & Touche LLP issued an unqualified opinion on financial statements but an adverse opinion on internal control over financial reporting due to material weaknesses - Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements for 2023 and 2022511 - An adverse opinion was expressed on the company's internal control over financial reporting as of December 31, 2023, due to identified material weaknesses512 - Critical audit matters included the identification and evaluation of relevant terms and conditions in new or amended customer contracts for revenue recognition (ASC 606)516518 - Another critical audit matter was the accounting for the Forward Purchase Agreement (FPA) Put Option, requiring significant judgment on the appropriate accounting model519520 - The valuation of the Brookfield SAFE Liability, specifically the assumption regarding conversion to equity, was also a critical audit matter due to its subjectivity and sensitivity521525526 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting Deloitte & Touche LLP issued an adverse opinion on LanzaTech's internal control over financial reporting due to material weaknesses in complex transactions and revenue recognition - An adverse opinion was issued on LanzaTech's internal control over financial reporting as of December 31, 2023530 - Material weaknesses were identified in controls related to accounting for complex transactions and estimates requiring significant judgment536 - Controls over revenue recognition were not designed and operating at the appropriate level of precision to address complexity536 Consolidated Balance Sheets LanzaTech's total assets increased to $241.62 million in 2023, with shareholders' deficit improving significantly to a positive $114.47 million due to the Business Combination Consolidated Balance Sheet Highlights (in thousands) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :------------------------- | :----------- | :----------- | | Total Assets | $241,624 | $176,856 | | Total Liabilities | $127,153 | $124,947 | | Total Shareholders' Equity (Deficit) | $114,471 | $(428,722) | | Cash and cash equivalents | $75,585 | $83,045 | | Held-to-maturity investment securities | $45,159 | - | | FPA Put Option liability | $37,523 | - | | Brookfield SAFE liability | $25,150 | $50,000 | Consolidated Statements of Operations and Comprehensive Loss LanzaTech reported a net loss of $(134.1) million in 2023, an increase from 2022, driven by higher operating expenses despite revenue growth Consolidated Statements of Operations Highlights (in thousands) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :------------------------- | :---------------------- | :---------------------- | | Total revenue | $62,631 | $37,343 | | Cost of revenues | $(44,979) | $(28,287) | | Research and development | $(68,142) | $(53,191) | | Selling, general and administrative expense | $(50,438) | $(26,804) | | Loss from operations | $(106,380) | $(75,599) | | Interest income, net | $4,572 | $8 | | Other expense, net | $(29,388) | $(2,757) | | Net loss | $(134,098) | $(76,356) | | Comprehensive loss | $(134,474) | $(77,805) | | Net loss per common share - basic and diluted | $(0.79) | $(12.37) | Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders' Equity/ Deficit The Business Combination in 2023 transformed LanzaTech's equity, converting preferred stock to common and shifting total shareholders' equity to a positive $114.5 million Shareholders' Equity/Deficit Changes (in thousands) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :------------------------- | :----------- | :----------- | | Redeemable Convertible Preferred Stock | $0 | $480,631 | | Common Stock Outstanding (shares) | 196,642,451 | 10,422,051 | | Additional Paid-in Capital | $943,960 | $24,782 | | Accumulated Deficit | $(831,872) | $(456,245) | | Total Shareholders' Equity (Deficit) | $114,471 | $(428,722) | - The Business Combination led to the conversion of all preferred stock into common stock, an in-kind dividend payment of $241.5 million (resulting in 24.15 million additional common shares), and a $237.0 million increase in additional paid-in capital from recapitalization543 Consolidated Statements of Cash Flows LanzaTech's 2023 cash flows show a net decrease of $(7.4) million, with significant operating outflows offset by financing inflows from the Business Combination Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--------------------------- | :---------------------- | :---------------------- | | Net cash used in operating activities | $(97,296) | $(84,703) | | Net cash used in investing activities | $(57,911) | $(10,686) | | Net cash provided by financing activities | $148,185 | $50,545 | | Net decrease in cash, cash equivalents, and restricted cash | $(7,426) | $(45,022) | | Cash, cash equivalents and restricted cash at end of period | $76,284 | $83,710 | - Operating cash outflow was primarily driven by a net loss of $(134.1) million, adjusted for non-cash items like fair value changes in FPA Put Option liability ($44.3 million) and share-based compensation ($15.2 million)457458 - Investing cash outflow was mainly due to $93.9 million in debt security purchases and $8.6 million in property, plant, and equipment, partially offset by $50 million from debt security maturities460 - Financing cash inflow included $213.4 million from the Business Combination and PIPE financing, offset by a $60.1 million FPA prepayment and $7.7 million in equity repurchases461 Notes to Consolidated Financial Statements The notes detail LanzaTech's accounting policies, the reverse recapitalization, revenue recognition, and valuation of complex financial instruments and investments - LanzaTech is a nature-based carbon refining company, headquartered in Skokie, Illinois, that transforms waste carbon into sustainable fuels and chemicals using proprietary gas fermentation technology553 - The Business Combination on February 8, 2023, was accounted for as a reverse recapitalization, with Legacy LanzaTech deemed the accounting acquirer559 - The company operates as a single reportable operating segment, with revenue disaggregated by contract type (licensing, engineering, joint development, CarbonSmart) and customer location (North America, EMEA, Asia, Australia)572653 Disaggregated Revenue by Contract Type (in thousands) | Contract Type | 2023 | 2022 | | :----------------------------- | :------ | :------ | | Biorefining revenue | $42,645 | $21,221 | | Joint development and contract research revenue | $14,649 | $12,122 | | CarbonSmart product | $5,337 | $4,000 | | Total Revenue | $62,631 | $37,343 | Disaggregated Revenue by Customer Location (in thousands) | Region | 2023 | 2022 | | :--------------------- | :------ | :------ | | North America | $17,618 | $17,149 | | Europe, Middle East, Africa (EMEA) | $37,447 | $11,500 | | Asia | $3,570 | $5,752 | | Australia | $3,996 | $2,942 | | Total Revenue | $62,631 | $37,343 | - The Forward Purchase Agreement (FPA) involves a prepayment, an FPA Put Option liability (derivative measured at fair value), and a Fixed Maturity Consideration (debt-like instrument measured at fair value)603604605 - The Brookfield SAFE liability, initially $50 million, was valued at $25.15 million as of December 31, 2023, based on the expectation of conversion to equity through qualifying projects675701 - The company holds equity method investments in LanzaJet (23% interest) and an equity security investment in SGLT (9.31% interest), with LanzaJet being a significant related party for revenue and loan commitments660661666737742 - Total deferred tax assets were $176.4 million as of December 31, 2023, with a full valuation allowance of $171.2 million, indicating uncertainty in realizing future tax benefits714716 - Share-based compensation includes time-based and market-based RSUs, and stock options, with significant expense recognized in 2023 due to the Business Combination and new grants723724728729731733 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure756 Item 9A. Controls and Procedures LanzaTech's disclosure controls were ineffective as of December 31, 2023, due to material weaknesses in complex transactions and revenue recognition - LanzaTech's disclosure controls and procedures were deemed ineffective as of December 31, 2023760 - Material weaknesses in internal control over financial reporting were identified, specifically in accounting for complex transactions and estimates, and in revenue recognition766767768 - The company is implementing remediation efforts, but the material weaknesses were not fully remediated as of December 31, 2023769770 - Despite the material weaknesses, management concluded that the consolidated financial statements are fairly stated in all material respects771 Item 9B. Other Information Two executive officers adopted Rule 10b5-1 trading plans in late 2023 for common stock sales commencing in early 2024 - Freya Burton, Chief Sustainability Officer, adopted a Rule 10b5-1 trading plan on November 13, 2023, for the sale of up to 131,239 shares of common stock, commencing February 29, 2024774 - Robert Conrado, VP of Engineering Design and Development, adopted a Rule 10b5-1 trading plan on December 11, 2023, for the sale of up to 696,553 shares of common stock, commencing March 11, 2024775 PART III Item 10. Directors, Executive Officers and Corporate Governance Information on LanzaTech's directors, executive officers, and corporate governance, including the Code of Conduct and Ethics, is incorporated by reference - Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement778 - LanzaTech has a Code of Conduct and Ethics applicable to all officers, directors, and employees, emphasizing business and ethical principles779 Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the company's 2024 definitive proxy statement - Executive compensation information is incorporated by reference from the 2024 Proxy Statement780 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information is incorporated by reference, detailing shares to be issued upon exercise of options and shares available under equity compensation plans - Security ownership information is incorporated by reference from the 2024 Proxy Statement781 Equity Compensation Plan Information (December 31, 2023) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | Weighted-average exercise price of all outstanding options, warrants, and rights | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | :------------------------------------------ | :--------------------------------------------------------------------------------------- | :------------------------------------------------------------------------------- | :---------------------------------------------------------------------------------------------------------------------------------- | | Equity compensation plans approved by security holders | 23,491,945 | $1.96 | 12,006,935 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 23,491,945 | $1.96 | 12,006,935 | - The 2023 Long-Term Incentive Plan includes an 'evergreen' provision, automatically increasing shares reserved for issuance annually by 3% of outstanding common stock785 Item 13. Certain Relationships and Related Transactions, and Director Independence Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement786 Item 14. Principal Accountant Fees and Services Deloitte & Touche LLP serves as LanzaTech's independent registered public accounting firm, with fee information incorporated by reference - Deloitte & Touche LLP (PCAOB ID No. 34) is the independent registered public accounting firm787 - Information on principal accountant fees and services is incorporated by reference from the 2024 Proxy Statement787 PART IV Item 15. Exhibit and Financial Statement Schedules This section lists financial statements and a comprehensive array of exhibits, many incorporated by reference, filed as part of the Annual Report on Form 10-K - The consolidated financial statements are included under Item 8 of this report790 - All financial statement schedules are omitted as they are not applicable, not required, or the information is included in the consolidated financial statements or notes791 - A comprehensive list of exhibits, including merger agreements, bylaws, warrant agreements, subscription agreements, SAFE agreements, license agreements, and employment agreements, is provided, with many incorporated by reference792793794795796799 Item 16. Form 10–K Summary This item is reserved and contains no information - No Form 10-K Summary is provided800 SIGNATURES SIGNATURES The Annual Report on Form 10-K was duly signed by LanzaTech Global, Inc.'s CEO, CFO, and VP of Finance, along with other directors, on February 29, 2024 - The Annual Report was signed by Jennifer Holmgren, Ph.D. (CEO and Director), Geoff Trukenbrod (CFO), and George Dimitrov (VP, Finance) on February 29, 2024803