Jim Lane
Can PetroAlgae find a market for its feed among the aficionados
of alfalfa and fishmeal, with fuels on the side?
In its recent IPO revision, it says “sure can”.
In Florida, PetroAlgae (
PALG.PK)
has filed a massive revision to its S-1 registration for a proposed
initial public offering.
The company is currently ranked #55th in the world among the Hottest
Companies in Bioenergy. The rankings recognize innovation and
achievement in fuels and are based on votes from a panel of invited
international selectors, and votes from Digest subscribers.
PetroAlgae, which in the year to date has lost $19.05M while
recording no revenues, is one of 13 companies that have filed for an
IPO in the industrial biotech boom, which began with a successful
listing on the NASDAQ by
Codexis
(CDXS) in 2010. IPOs by
Amyris
(AMRS),
Gevo
(GEVO),
Solazyme
(SZYM), and
KiOR
(KIOR) have followed. In recent months,
Bioamber,
Myriant, Ceres, Genomatica,
Mascoma
and
Elevance
Renewable
Sciences and
Fulcrum
Bioenergy have also filed S-1 registrations for proposed IPOs.
Here’s the S-1 registration, in a conveniently downsized 10-minute
Digest version – with some commentary along the way as to what is
driving value in the PetroAlgae model, opportunities for the
intrepid investor, and some risks which we have translated from the
ancient and original SEC into modern English.
Company Overview
From the S-1: “We provide renewable technology and solutions to
address the global demand for new economical sources of feed, food
and fuel.
Our objective is to be the leading global provider of technology and
processes for the commercial production of micro-crop biomass. We
have developed proprietary technology, which we believe will allow
our customer licensees to grow aquatic micro-crops at accelerated
rates for conversion into products for both agriculture and energy
markets. Our strategy is to license and provide management support
for micro-crop production facilities in equatorial regions around
the world…We intend to generate revenue from licensing fees and
royalties primarily from customer licensees.”
The Model
From the company’s most recent 8-K: “On October 25, 2011, PA LLC
entered into an amended and restated license agreement with AIQ…The
Agreement provides for three separate phases: the Preliminary Phase,
Phase I and Phase II.
“In the Preliminary Phase, AIQ will construct and operate a
pilot-scale bioreactor of 0.75 hectares to test and demonstrate the
growth and harvesting aspects of the Company’s technology. If the
parties agree that the Preliminary Phase has been operated
successfully, the Company and AIQ will proceed to Phase I, during
which the first commercial-scale unit increment of 150 hectares…The
Company has agreed to construct the 150 hectare commercial growth
unit on a turnkey basis. In Phase II, AIQ will continue to expand
the project in 150 hectare unit increments, including growth,
harvesting and processing modules, until the facility forms a unit
of up to 5,000 hectares. …The Company will receive a royalty on net
sales of the products generated from every unit and unit increment
during the 20-year term of the license.”
The Costs
From the S-1: “The estimated capital expenditure for a 150 hectare
facility as an entry point is $12 million (excluding the cost of
land and improvements)—a model that we believe involves manageable
costs, risks and build-out times…Due to economies of scale, we
believe that a 600 hectare unit would deliver an attractive internal
rate of return on our customer licensees’ investment. Ultimately, we
expect that our customer licensees will expand their facilities in
150 hectare increments at similar costs in order to complete
facilities of up to 5,000 hectares. Depending on economies of scale,
we expect that the capital expenditure for a 5,000 hectare facility
will be approximately $375 million (excluding the cost of land and
improvements).”
The Technology
From the S-1: “Our proprietary technology uses indigenous
micro-crops that are not genetically modified and demonstrate an
optimal growth profile for a particular geography and environment.
These micro-crops will then be grown, harvested and processed in a
manner that we believe will optimize the production of our
micro-crop biomass, which our customer licensees can use to produce
three products.
Our technology platform primarily consists of four components:
micro-crop selection and testing, growth and harvesting techniques,
processing technology, and control systems….we have developed a
scalable and flexible model based on micro-crop growth units of 150
hectare increments.”
The Products
From the S-1:
Lemna Protein Concentrate,
or LPC: LPC is a free-flowing powder containing a minimum 65% crude
protein. We expect that our customer licensees will manufacture LPC
for use in both animal and, potentially, human markets. Based on
internal and third-party testing, we believe that LPC is similar in
quality to fish meal. We believe that LPC can also be used as an
alternative to kelp meal in fertilizer applications. Based on
research conducted by the University of Idaho, we believe that LPC
is strongly positioned as a fish meal alternative due to its
nutritive qualities.
Lemna Meal, or LM: LM is a
carbohydrate-rich free-flowing powder containing a minimum 15% crude
protein. We expect that our customer licensees will manufacture LM
for use in animal feed markets. We also believe that LM could be
used in fertilizer and animal bedding applications. Trials conducted
by the University of Minnesota demonstrated that LM is a high
quality alternative for alfalfa meal in diets for dairy cattle.
Third-party testing is continuing with other animals that are
customarily fed alfalfa, such as swine and horses.
Biocrude: With a small
change in process parameters (but not equipment), our processing
system can produce Biocrude rather than LM. Biocrude is a renewable
energy feedstock that, through the use of a variety of third-party
conversion systems currently under development, could potentially be
converted into renewable fuels.
Fortification of Basic Human Food
Products: We believe that LPC can eventually serve the
global market for fortification of basic food ingredients for
malnourished populations, particularly in developing and emerging
countries. In the long term, we believe we can develop a higher
protein content product from lemna using alternative separation
techniques.
The Market
From the S-1:
Fish Meal: Fish meal, most
of which is produced by the commercial fishing of wild schools of
small fish, is a critical ingredient in the diets of nursery animals
and aquaculture stocks. Global fish meal demand for aquafeed is
expected to reach approximately 7 million metric tonnes in 2012 and
to rise every year thereafter to approximately 16 million metric
tonnes in 2020, a rate which is expected to significantly outpace
supply.
Alfalfa meal: Alfalfa meal
is a premium forage ingredient, used to meet nutrition and growth
requirements in numerous animal diets. For dairy and swine alone,
the global demand for alfalfa meal will be approximately 254 million
metric tonnes in 2012, rising every year thereafter to approximately
262 million metric tonnes in 2020.
The Strategy
From the S-1:
1. Rapid deployment and support of modular and highly scalable
license units.
2. Leveraging our capital-light licensing model.
3. Expansion of our customer base on a global scale.
4. Further development of our technology and pursuit of additional
applications for our products.
5. Assisting our customer licensees in the identification of
off-take partners.
6. Creation of brand loyalty.
The Risks, Translated from SEC-speak
Among the lowlights of reading S-1 registrations are the endless
pages of risk disclosures couched in an alloy of SECspeak and
legalese. We offer these excerpts from the original S-1, and a
translation into English, prepared by our Digest lexicologists.
In SECSpeak: We are a
development stage company. As a result, we have no significant
history of revenues, operating or net income, cash flows or the
other financial performance metrics that will affect the future
market price of our common stock.
In English: Drats! Since
2006, that kiddie lemonade stand down the road has consistently
outsold us.
In SECSpeak: We expect that
some of the contracts with our initial early-adopter customer
licensees will provide for the build-out of a turnkey license unit
of 150 hectares after the successful completion of the testing phase
of our technology…Because our customer licensees’ payments will be
capped, we will bear the responsibility for construction costs in
excess of those anticipated, which could cause us to suffer
significant losses on these license units.
In English: We get to write
the check if any of these projects turn into a money pit. Using, er,
your money.
In
SECSpeak: Our initial contracts are or will be subject
to significant conditionality, including that the pilot-scale
facilities built by our customer licensees achieve certain minimum
levels of projected investment return, and the failure to meet
these conditions may lead to the termination of these contracts.
In English: Our little lemna
may not go forth and multiply at exactly the rate at which we need
them to.
In
SECSpeak: Although we have successfully built a fully
operational demonstration facility (approximately one hectare) and
have extracted small field-scale quantities of LPC, LM and
Biocrude for technical validation, we have not demonstrated that
our technology is viable on a commercial scale, which we define to
mean an operation consisting of at least 150 hectares.
In English: Your backyard
may be larger than our current global acreage.
In
SECSpeak: Market acceptance of our LPC and LM will be a
function, among others, of digestibility and palatability (the
assessment of which will require additional laboratory and field
study). Should these studies not proceed favorably, the market for
our LPC and LM may not materialize or could be materially
diminished.
In English:
Scenes from PetroAlgae Heaven, or, Why Mikey the Little Bull better
like it.
Scene: A breakfast table in a tropical pastureland. Three calves
encounter a box of LemnaMeal.
Calf #1: What’s this stuff?
Calf #2: Something called lemna. It’s supposed to be good for you.
Calf #1: Did you try it?
Calf #2: I’m not gonna try it. You try it.
Calf #1: I’m not going to try it.
Calf #2: Let’s get Mikey to try it. He hates everything.
Calf #1: Yeah, he hates everything.
(Mikey the Little Bull munches, ruminates, smiles in a bull-ish sort
of way, then begins consuming lemna meal vigorously)
Cow #2: He likes it! Mikey likes it!
Voiceover: If you love LemnaMeal just like Mikey the Little Bull,
have we got an alfalfa alternative and a hot IPO stock for you.
In
SECSpeak: Patents are a key element of our intellectual
property strategy. We have currently filed patent applications for
six families of technologies, both in the United States and in
foreign jurisdictions…Our patent applications are in the early
stages and we have not received substantive feedback from relevant
patent offices regarding the viability of our patent applications.
In English: Our technological advantage may, in the future, be
freely downloadable from the internet.
In
SECSpeak: Most of our planned production capacity will be
in equatorial regions around the world, which will limit the
number of prospective customer licensees willing to license our
technology, and our business will be adversely affected if we do
not operate effectively in those regions…operations of our
customer licensees generally should be within approximately 15
degrees of latitude from the equator for optimal performance.
In English: Our showcase
customer prospect, AIQ, operating in a country located between the
17th and 56th parallels, may not have received the information about
15th parallel viability in exactly the same manner as you have.
In
SECspeak: The initial public offering price will be
substantially higher than the pro forma net tangible book value of
each outstanding share of our common stock immediately after this
offering. If you purchase our common stock in this offering, you
will suffer immediate and substantial dilution. If previously
granted warrants or options are exercised, you will experience
additional dilution.
In English: Victory has a zillion shareholders who will pop up out
of the woodwork with options and warrants, defeat has a bunch of
senior debt that will subordinate and crush you.
PetroAlgae as it sees itself: 7 Competitive Strengths
From the S-1:
1. Strong economic returns to our customer licensees without the
need for government subsidies.
2. Highly scalable and flexible technology, with initial license
units providing the basis for larger-scale operations in the future.
3. Fully integrated, comprehensive solution that transforms simple,
naturally occurring inputs, such as sunlight, water and indigenous
micro-crops, into valuable outputs.
4. Product compatibility with the existing agriculture
infrastructure.
5. First mover advantage in providing renewable micro-crop
technology to produce products that serve the global animal feed
market.
6. Experienced management team with a track record of innovative
growth, value creation and commercial scaling of businesses.
Financials to date
From the S-1:
“To date, we have not been profitable and have incurred significant
losses and cash flow deficits. For the fiscal years ended December
31, 2010, 2009, and 2008, we reported net losses before
non-controlling interest of $44.5 million, $36.8 million, $20.2
million, respectively, and negative cash flow from operating
activities of $22.8 million, $27.6 million, and $11.8 million,
respectively. For the nine months ended September 30, 2011, we
reported net losses of $19.1 million and negative cash flow from
operating activities of $13.4 million. As of September 30, 2011, we
had an aggregate accumulated deficit of $117.1 million. We
anticipate that we will continue to report losses and negative cash
flow for the next several years.”
The Bottom Line
With nine renewable fuel and chemical IPOs in the queue, its a
crowded field in biofuels, and PetroAlgae has re-focused its filing
around its opportunities in the global feed business. It’s becoming
a common tale as companies strive to differentiate themselves from
others in the pipeline.
The name. One thing that has
not changed is the name. “PetroAlgae” doesn’t fit the company well
any more – a new name reflective of their capabilities in feed and
fuel would do nicely.
Customer engagement model.
In its revised filing, there are some other significant changes,
some of which are highly positive. One, of course, is the appearance
of a well-structured customer agreement with AIQ. Whether PetroAlgae
technology works at scale, in Chile, is another question for the
intrepid investor. But the progression from a 0.75 hectare pilot, to
a 150-hectare model farm, and adding additional units towards a
5,000 hectare system, is a logical progression.
Entry price. Moreover, the
entry level price, for that 150 hectare model farm at around $12
million in capital investment excluding land, is one heck of a lot
smaller a nut for the early adopter. Interestingly, the company is
projecting that (under unspecified conditions) customers can make
good returns on a 600-hectare system.
Economies of scale. The
astute analyst may note that the capital costs do not come down much
in the full-scale system ($80K per hectare for 150 ha, vs $75K per
hectare for the full-scale system), but the operating costs will
come down sharply and offered accelerated returns.
Eh, biocrude? A close
reading of the S-1 will reveal no discussion of Foster Wheeler or
any other company developing small- or large-scale technologies that
turn bio-crude into renewable fuel. There continues to be ongoing
development in this area – presumably, PetroAlgae determined that it
would not use valuable S-1 space to promote third-party technology,
but we see that as a significant limitation for the investor looking
at this IPO. Given that, at around 50 tons per hectare per year,
just one full-scale PetroAlgae farm would suffice for the alfalfa
and fish meal demands of entire countries – more discussion of the
path towards performance in the renewable fuels market is going to
need to be spelled out in more detail, in our view.
Overall? PetroAlgae has
shifted to a feed and feedstock play, as have many of the companies
developing algal-based technologies or using micro-crops. So, not
entirely surprising that the S-1 has migrated in this direction, and
highly welcome as well. In the final analysis, the alfalfa market is
key here. If Mikey the Little Bull really likes it, this one might
go far.
The complete S-1 registration statement.
Prefer 160-or-so pages in all their glory?
The
complete revised S-1 registration statement is here.
Jim Lane is editor and publisher
of Biofuels Digest where this
article was originally published. Biofuels Digest is the most widely read Biofuels
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