8-K
0001830214false0001830214us-gaap:WarrantMember2022-03-282022-03-280001830214us-gaap:CommonClassAMember2022-03-282022-03-2800018302142022-03-282022-03-28

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 28, 2022

 

GINKGO BIOWORKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-40097

 

87-2652913

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

27 Drydock Avenue

8th Floor

Boston, MA 02210

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 422-5362

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share

 

DNA

 

NYSE

Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share

 

DNA.WS

 

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 


 

Item 2.02. Results of Operations and Financial Condition.

On March 28, 2022, Ginkgo Bioworks Holdings, Inc. issued a press release announcing its fourth quarter 2021 and year ended December 31, 2021 financial results. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
 


 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

 

Description

 

 

 

99.1

Press Release, issued by Ginkgo Bioworks Holdings, Inc. on March 28, 2022

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

GINKGO BIOWORKS HOLDINGS, INC.

 

 

 

 

Date: March 28, 2022

 

By:

/s/ Mark Dmytruk

 

 

Name:

Mark Dmytruk

 

 

Title:

Chief Financial Officer

 

 

 


EX-99.1

Exhibit 99.1

 

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.66782674.img197909486_0.jpg.ashx 

 

Ginkgo Bioworks Reports Fourth Quarter and Full Year 2021 Financial Results

 

$314 million of Total revenue in 2021, representing an increase of 309% over 2020

31 new Cell Programs added in 2021, representing 72% growth over 2020

Over $1.5 billion cash balance, providing meaningful multi-year runway as we drive towards profitability

 

BOSTON, MA -- March 28, 2022 -- Ginkgo Bioworks Holdings, Inc. (NYSE: DNA, “Ginkgo”), the leading horizontal platform for cell programming, today announced its results for the fourth quarter and year ended December 31, 2021. The update, including a webcast slide presentation with additional details on the fourth quarter and supplemental financial information, will be available at investors.ginkgobioworks.com.

 

“The current market environment provides both challenges and opportunities, but I’ve never been more excited about Ginkgo’s future. We met or exceeded each of our publicly disclosed metrics in 2021, some significantly, and we believe we are in the strongest position that we’ve ever been in as a company,” said Jason Kelly, co-founder and CEO of Ginkgo. “I couldn’t be prouder of our team and the way they have shown up to build our platform and deliver cell programs for our partners over the past year. Some of the greatest challenges of our generation – including climate change and food security – are fundamentally biological. Ginkgo is unique in our relative scale and our focus on the development of broad-based horizontal technologies to make biology easier to engineer – and on humankind’s ability to do so responsibly.”

 

Recent Business Highlights & Strategic Positioning

Added 10 new Cell Programs to the Foundry platform in Q4 2021, for a total of 31 new programs in the full year, representing 72% growth over 2020.
Significantly exceeded outlook for both Foundry and Biosecurity revenue with full year revenue reaching $314 million, representing growth of 309% over 2020.
Continued to drive “Knight’s Law” Foundry scaling as we were able to increase our deployment of new technologies, including multiplexed strain tests.
Biosecurity offering, Concentric by Ginkgo, grew rapidly in Q4, reaching $201 million in revenue for the full year, and is seeing signs of longer-term opportunities.
o
Expanded offering with a lab network that has empowered communities with COVID-19 monitoring programs across the United States.
o
Since inception, Concentric has tested more than 7,200,000 samples, and now serves over 280,000 individuals per week.
o
Well-positioned to play a role in response to longer-term needs, including endemic COVID-19, broader pandemic preparedness, and biodefense.
Announced two tuck-in acquisitions year-to-date in 2022:
o
Project Beacon: a Boston-based social benefit organization focused on increasing the capacity, availability, accessibility and affordability of COVID-19 testing.
o
FGen: a Swiss company specializing in ultra-high-throughput strain development and optimization.


Fourth Quarter 2021 Financial Highlights

Fourth quarter 2021 Total revenue of $148 million, up from $32 million in the comparable prior year period, an increase of 363%.
Fourth quarter 2021 Foundry revenue of $34 million, up from $16 million in the comparable prior year period, an increase of 108%.
Fourth quarter 2021 Biosecurity revenue of $114 million with gross profit margin of 42%.
Fourth quarter 2021 Loss from operations of $(1.7) billion, inclusive of “catch-up” GAAP stock-based compensation expense of $1.7 billion, compared to Loss from operations of $(56) million in the comparable prior year period.

Fourth quarter 2021 Adjusted EBITDA of $1 million, improved from $(51) million in the comparable prior year period.
Cash and cash equivalents balance as of the end of the fourth quarter of over $1.5 billion puts Ginkgo in a strong financial position to pursue its strategic objectives.

 

Full Year 2021 Financial Highlights

Full year 2021 Total revenue of $314 million, up from $77 million in the prior year, an increase of 309%.
Full year 2021 Foundry revenue of $113 million, up from $59 million in the prior year, an increase of 91%.
Full year 2021 Biosecurity revenue of $201 million compares to our full year 2021 outlook of $110 million.
Full year 2021 Loss from operations of $(1.8) billion, inclusive of “catch-up” stock-based compensation expense of $1.7 billion, compared to $(137) million in the prior year.
Full year 2021 Adjusted EBITDA of $(106) million, improved from $(121) million in the prior year.

 

2022 Guidance

Ginkgo expects to add 60 new Cell Programs to the Foundry platform in 2022.
Ginkgo expects Total revenue of $325 to $340 million in 2022.
o
Ginkgo expects Foundry revenue of $165 to $180 million in 2022.
o
While Biosecurity remains an uncertain business, Ginkgo is committed to investing in the space and expects Biosecurity revenue in 2022 of at least $160 million.

 

Stock Based Compensation

In the fourth quarter, Ginkgo recognized $1.7 billion of stock-based compensation expense. Prior to becoming a public company in September 2021, Ginkgo granted restricted stock units (“RSUs”) with both a service-based vesting condition and a performance-based vesting condition, defined as a change in control or an initial public offering (both as defined in the underlying award agreement). Ginkgo historically did not recognize any stock-based compensation expense associated with these awards due to the performance-based vesting condition.
As previously disclosed, on November 17, 2021 the board of directors modified the vesting terms of RSUs, such that Ginkgo’s business combination with Soaring Eagle Acquisition Corp. was deemed to have met the performance condition for vesting. This was accounted for as a modification and resulted in a catch-up adjustment of approximately $1.5 billion of incremental stock-based compensation expense in the fourth quarter of 2021 (calculated based on the number of RSUs impacted, which had been granted since 2015, at the share price of $13.59 on November 17, 2021). Stock-based compensation expense also increased by $173.5 million related to RSU earnout shares (“Earnout RSUs”) which were also subject to the same performance condition as the underlying RSUs.
As of December 31, 2021, there was $2.2 billion of unrecognized stock-based compensation expense related to the above catch-up adjustment for those RSUs and Earnout RSUs that had not yet fully met the service-based vesting condition as of December 31, 2021. This amount will be recognized over a weighted-average period of 1.6 years.

 

Conference Call Details

Ginkgo will host a videoconference today, Monday, March 28, 2022, beginning at 4:30 p.m. ET. The presentation will include an overview of the fourth quarter and full year financial performance, recent business updates, a discussion on Ginkgo's outlook, as well as a moderated question and answer session.

 

To ask a question ahead of the presentation, please submit your questions to @Ginkgo on Twitter (hashtag #GinkgoResults) or by sending an e-mail to investors@ginkgobioworks.com.

 

A webcast link is available on Ginkgo's Investor Relations website and a replay will be made available following the presentation.
 

Ginkgo Investor Website: https://investors.ginkgobioworks.com/events/

 

Audio-Only Dial Ins:
+1 646 876 9923 (New York)

+1 301 715 8592 (Washington DC)

+1 312 626 6799 (Chicago)

+1 669 900 6833 (San Jose)

+1 253 215 8782 (Tacoma)

+1 346 248 7799 (Houston)


+1 408 638 0968 (San Jose)

 

Webinar ID: 961 0791 2467

 

If you experience technical difficulties with any of these dial-ins or if you need international dial-in numbers, please visit our web site at https://investors.ginkgobioworks.com/events/ for updated dial-in information.

 

About Ginkgo Bioworks

Ginkgo is building a platform to enable customers to program cells as easily as we can program computers. The company's platform is enabling biotechnology applications across diverse markets, from food and agriculture to industrial chemicals to pharmaceuticals. Ginkgo has also actively supported a number of COVID-19 response efforts, including K-12 pooled testing, vaccine manufacturing optimization, and therapeutics discovery. For more information, visit www.ginkgobioworks.com.

 

Forward-Looking Statements of Ginkgo Bioworks

This press release, the presentation, and the conference call and webcast contain certain forward-looking statements within the meaning of the federal securities laws, including statements regarding our plans, strategies, current expectations, operations and anticipated results of operations, both business and financial, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements generally are identified by the words "believe," "can," "project," "potential," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the effect of Ginkgo's business combination with Soaring Eagle Acquisition Corp. ("Soaring Eagle") on Ginkgo's business relationships, performance, and business generally, (ii) risks that the business combination disrupts current plans of Ginkgo and potential difficulties in Ginkgo's employee retention, (iii) the outcome of any legal proceedings that may be instituted against Ginkgo related to its business combination with Soaring Eagle, (iv) volatility in the price of Ginkgo's securities now that it is a public company due to a variety of factors, including changes in the competitive and highly regulated industries in which Ginkgo operates and plans to operate, variations in performance across competitors, changes in laws and regulations affecting Ginkgo's business, changes in the combined capital structure and expectations associated with increases in the number of shares available for sale, (v) the ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities, (vi) the risk of downturns in demand for products using synthetic biology, (vii) the unpredictability of the duration of the COVID-19 pandemic and the demand for COVID-19 testing and the commercial viability of our COVID-19 testing business, and (viii) changes to the biosecurity industry, including due to advancements in technology, emerging competition and evolution in industry demands, standards and regulations. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Ginkgo's quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on November 15, 2021, and other documents filed by Ginkgo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ginkgo assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Ginkgo does not give any assurance that it will achieve its expectations.

 

Use of Non-GAAP Measures

Certain of the financial measures included in this release, including Adjusted EBITDA, have not been prepared in accordance with generally accepted accounting principles (“GAAP”), and constitute “non-GAAP financial measures” as defined by the SEC. Ginkgo has included these non-GAAP financial measures because it believes they provide an additional tool for investors to use in evaluating Ginkgo’s financial performance and prospects. Due to the nature and/or size of the items being excluded, such items do not reflect future gains, losses, expenses or benefits and are not indicative of our future operating performance. These non-GAAP financial measures are supplemental to, should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. In addition, these non-GAAP financial measures may differ from non-GAAP financial measures with comparable names used by other companies. See the reconciliation below for additional information regarding certain of the non-GAAP financial measures included in this release, including a description of these non-GAAP financial measures and a reconciliation of the historic measures to Ginkgo’s most comparable GAAP financial measures.

 

Ginkgo Bioworks Contacts:

INVESTOR CONTACT:

investors@ginkgobioworks.com

MEDIA CONTACT:

press@ginkgobioworks.com

 


 

 

Ginkgo Bioworks Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

 

 

 

 

 

 

 

As of December 31,

 

 

2021

 

2020

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

 $ 1,550,004

 

 $ 380,801

Accounts receivable, net

 

  131,544

 

  16,694

Accounts receivable - related parties

 

  4,598

 

  5,212

Inventory, net

 

  3,362

 

  2,736

Prepaid expenses and other current assets

 

  33,537

 

  21,099

Total current assets

 

  1,723,045

 

  426,542

Property and equipment, net

 

  145,770

 

  121,435

Investments

 

  102,037

 

  74,200

Equity method investments

 

  13,194

 

  28,924

Intangible assets, net

 

  21,642

 

  3,294

Goodwill

 

  21,312

 

  1,857

Loans receivable, net of current portion

 

  —

 

  13,298

Other non-current assets

 

  43,990

 

  5,603

Total assets

 

 $ 2,070,990

 

 $ 675,153

Liabilities and Stockholders’ Equity

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

 $ 8,189

 

 $ 13,893

Deferred revenue

 

  33,240

 

  28,823

Accrued expenses and other current liabilities

 

  93,332

 

  30,505

Total current liabilities

 

  134,761

 

  73,221

Non-current liabilities:

 

 

 

 

Deferred rent, net of current portion

 

  18,746

 

  12,678

Deferred revenue, net of current portion

 

  155,991

 

  99,652

Lease financing obligation

 

  22,283

 

  16,518

Warrant liabilities

 

  135,838

 

  —

Other non-current liabilities

 

  35,992

 

  3,032

Total liabilities

 

  503,611

 

  205,101

Commitments and contingencies

 

 

 

 

Stockholders’ equity:

 

 

 

 

Preferred stock

 

  —

 

  —

Common stock

 

                         161

 

                         129

Additional paid-in capital

 

               3,804,844

 

                  929,125

Accumulated deficit

 

             (2,297,925)

 

                (467,878)

Accumulated other comprehensive loss

 

                    (1,715)

 

                           —

Total Ginkgo Bioworks Holdings, Inc. stockholders’ equity

 

               1,505,365

 

                  461,376

Non-controlling interest

 

                    62,014

 

                      8,676

Total stockholders’ equity

 

               1,567,379

 

                  470,052

Total liabilities and stockholders’ equity

 

 $ 2,070,990

 

 $ 675,153

 

 


 

 

 

 


Ginkgo Bioworks Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2021

 

2020

 

2021

 

2020

Foundry revenue

 

 $ 34,156

 

 $ 16,419

 

 $ 112,989

 

 $ 59,221

Biosecurity revenue:

 

 

 

 

 

 

 

 

Product

 

  8,418

 

  8,707

 

  23,040

 

  8,707

Service

 

  105,920

 

  6,932

 

  177,808

 

  8,729

Total revenue

 

  148,494

 

  32,058

 

  313,837

 

  76,657

Costs and operating expenses:

 

 

 

 

 

 

 

 

Cost of Biosecurity product revenue

 

  4,832

 

  6,705

 

  20,017

 

  6,705

Cost of Biosecurity service revenue

 

  61,746

 

  7,137

 

  109,673

 

  8,906

Research and development (1)

 

  985,025

 

  61,191

 

  1,149,662

 

  159,767

General and administrative (1)

 

  781,626

 

  12,913

 

  862,952

 

  38,306

Total operating expenses

 

  1,833,229

 

  87,946

 

  2,142,304

 

  213,684

Loss from operations

 

  (1,684,735)

 

  (55,888)

 

  (1,828,467)

 

  (137,027)

Other (expense) income:

 

 

 

 

 

 

 

 

Interest income

 

  496

 

  (2,983)

 

  837

 

  2,582

Interest expense

 

  (551)

 

  (590)

 

  (2,373)

 

  (2,385)

Loss (gain) on equity method investments

 

  (4,663)

 

  1,755

 

  (77,284)

 

  (396)

Loss (gain) on investments

 

  (14,552)

 

  1,245

 

  (11,543)

 

  (3,733)

Change in fair value of warrant liabilities

 

  77,097

 

  —

 

  58,615

 

  —

Gain on settlement of partnership agreement

 

  22,847

 

  3,769

 

  23,826

 

  8,286

Other (expense) income, net

 

  (1,617)

 

  6,301

 

  (1,733)

 

  7,839

Total other (expense) income, net

 

  79,057

 

  9,497

 

  (9,655)

 

  12,193

Loss before income taxes

 

  (1,605,678)

 

  (46,391)

 

  (1,838,122)

 

  (124,834)

Income tax (benefit) provision

 

  (683)

 

  8

 

  (1,480)

 

  1,889

Net loss

 

  (1,604,995)

 

  (46,399)

 

  (1,836,642)

 

  (126,723)

Net loss attributable to non-controlling interest

 

  (4,339)

 

  525

 

  (6,595)

 

  (114)

Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders

 

 $ (1,600,656)

 

 $ (46,924)

 

 $ (1,830,047)

 

 $ (126,609)

Net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders:

 

 

 

 

 

 

 

 

Basic

 

 $ (1.05)

 

 $ (0.04)

 

 $ (1.35)

 

 $ (0.10)

Diluted

 

 $ (1.10)

 

 $ (0.04)

 

 $ (1.39)

 

 $ (0.10)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

Basic

 

  1,531,138,824

 

  1,288,078,200

 

  1,359,848,803

 

  1,274,766,915

Diluted

 

  1,531,551,830

 

  1,288,078,200

 

  1,360,373,343

 

  1,274,766,915

Comprehensive loss:

 

 

 

 

 

 

 

 

Net loss

 

 $ (1,604,995)

 

 $ (46,399)

 

 $ (1,836,642)

 

 $ (126,723)

Other comprehensive loss:

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

  (838)

 

  —

 

  (1,715)

 

  —

Total other comprehensive loss

 

  (838)

 

  —

 

  (1,715)

 

  —

Comprehensive loss

 

 $ (1,605,833)

 

 $ (46,399)

 

 $ (1,838,357)

 

 $ (126,723)

 

(1) In the fourth quarter of 2021, R&D and G&A expenses included a significant adjustment for stock-based compensation expense as a result of the modification of the vesting terms of RSUs and all related earnout shares. Total stock-based compensation expense inclusive of employer payroll taxes was allocated as follows (in thousands):

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2021

 

2020

 

2021

 

2020

Research and development

 

 $ 930,300

 

 $ 13

 

 $ 930,360

 

 $ 79

General and administrative

 

  742,543

 

  105

 

  757,247

 

  397

Total

 

 $ 1,672,843

 

 $ 118

 

 $ 1,687,607

 

 $ 476

 


 

 

 

 

 

Ginkgo Bioworks Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

 

 

 

 

Year Ended December 31,

 

 

2021

 

2020

Cash flows from operating activities:

 

 

 

 

Net loss

 

 $ (1,836,642)

 

 $ (126,723)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Depreciation and amortization

 

                    29,076

 

                    13,864

Stock-based compensation

 

               1,606,020

 

                         476

Non-cash equity consideration

 

                  (24,185)

 

                           —

Loss on equity method investments

 

                    77,284

 

                         396

Loss on investments

 

                    11,543

 

                      3,733

Change in fair value of loans receivable

 

                      3,508

 

                    (1,061)

Change in fair value of warrant liabilities

 

  (58,615)

 

  —

Other non-cash activity

 

  (270)

 

  —

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable ($614 and ($995) from related parties)

 

                (114,094)

 

                  (14,228)

Prepaid expenses and other current assets

 

                    (2,981)

 

                  (11,352)

Inventory

 

                       (626)

 

                    (2,736)

Other non-current assets

 

                       (539)

 

                      1,834

Accounts payable

 

                    (2,247)

 

                      7,019

Accrued expenses and other current liabilities

 

                    44,796

 

                      8,665

Deferred revenue, current and non-current

 

                  (10,498)

 

                  (19,423)

Deferred rent, non-current

 

                      6,032

 

                      1,045

Other non-current liabilities

 

                    18,620

 

                      2,661

Net cash used in operating activities

 

                (253,818)

 

                (135,830)

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Purchases of property and equipment

 

  (56,521)

 

  (57,821)

Purchases and issuances of loan receivable

 

  —

 

  (10,100)

Proceeds from loans receivable

 

  304

 

  800

Purchase of investments

 

  (5,000)

 

  —

Business acquisition, net of cash acquired

 

  (12,040)

 

  —

Net cash used in investing activities

 

                  (73,257)

 

                  (67,121)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Proceeds from reverse recapitalization, net of redemptions of $867,253 and offering costs of $108,118

 

  1,509,629

 

  —

Proceeds from exercise of stock options

 

  167

 

  26

Repurchases of common stock

 

  (24,998)

 

  —

Taxes paid related to net share settlement of equity awards

 

  (9,463)

 

  —

Principal payments on capital leases and lease financing obligation

 

  (1,123)

 

  (748)

Proceeds from lease financing obligation

 

  —

 

  —

Contributions from non-controlling interests

 

  59,933

 

  —

Proceeds from issuance of convertible promissory notes, net of issuance costs

 

  —

 

  —

Proceeds from issuance of Series E convertible preferred stock, net of issuance costs

 

  —

 

  91,040

Net cash provided by financing activities

 

  1,534,145

 

  90,318

Effect of foreign exchange rates on cash and cash equivalents

 

  (19)

 

  —

Net increase (decrease) in cash, cash equivalents and restricted cash

 

  1,207,051

 

  (112,633)

Cash, cash equivalents and restricted cash, beginning of period

 

  385,877

 

  498,510

Cash, cash equivalents and restricted cash, end of period

 

 $ 1,592,928

 

 $ 385,877

 

 


 


 

 

The following table reconciles net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders to EBITDA and Adjusted EBITDA:

 

 

Three Months Ended December 31,

 

Year Ended December 31,

(in thousands)

 

2021

 

2020

 

2021

 

2020

Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders

 

 $ (1,600,656)

 

 $ (46,924)

 

 $ (1,830,047)

 

 $ (126,609)

Interest income

 

 (496)

 

  (133)

 

 (837)

 

  (2,582)

Interest expense

 

551

 

  590

 

2,373

 

  2,385

Income tax (benefit) provision

 

 (683)

 

  8

 

 (1,480)

 

  1,889

Depreciation and amortization

 

8,003

 

  4,004

 

29,076

 

  13,864

EBITDA

 

 (1,593,281)

 

  (42,455)

 

 (1,800,915)

 

  (111,053)

Stock-based compensation (1)

 

1,672,843

 

  118

 

1,687,607

 

  476

Loss (gain) on equity method investments(2)

 

4,080

 

  (1,230)

 

74,445

 

  282

Loss (gain) on investments (3)

 

14,552

 

  (1,245)

 

11,543

 

  3,733

Change in fair value of warrant liabilities

 

 (77,097)

 

  —

 

 (58,615)

 

  —

Gain on settlement of partnership agreement

 

 (22,847)

 

  (653)

 

 (23,826)

 

  (8,286)

Other (4)

 

2,312

 

  (5,287)

 

3,712

 

  (6,574)

Adjusted EBITDA

 

 $ 562

 

 $ (50,752)

 

 $ (106,049)

 

 $ (121,422)

 

(1) For the three months ended and the year ended December 31, 2021, includes $5.0 million in employer payroll taxes related to stock-based compensation.

 

(2) For the three months ended December 31, 2021 and 2020, represents losses on equity method investments under the hypothetical liquidation at book value ("HLBV”) method of $4.7 million and $1.8 million, respectively, net of losses attributable to non-controlling interests. For the years ended December 31, 2021 and 2020, represents losses on equity method investments under the HLBV method of $77.3 million and $0.4 million, respectively, net of losses attributable to non-controlling interests.

 

(3) Includes loss on the change in fair value of our common stock investments in Synlogic and Cronos and warrants to purchase Synlogic common stock, which are all carried at fair value.

 

(4) For the three months ended and the year ended December 31, 2021, includes mark-to-market adjustments on Access Bio convertible notes and the Glycosyn promissory note. For the three months ended and the year ended December 31, 2020, primarily includes milestone payments under our agreement with the National Institutes of Health.