|
x
|
QUARTERLY 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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Virginia
|
|
26-0084895
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
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|
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20374 Seneca Meadows Parkway
Germantown, Maryland
|
|
20876
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(Address of principal executive offices)
|
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
|
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¨
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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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Item No.
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Page
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1.
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2.
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3.
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4.
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1.
|
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1A.
|
||
2.
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6.
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||
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•
|
our current and future exclusive channel collaborations ("ECCs"), license agreements and other collaborations;
|
•
|
developments concerning our collaborators and licensees;
|
•
|
our ability to successfully enter new markets or develop additional products, whether with our collaborators or independently;
|
•
|
competition from existing technologies and products or new technologies and products that may emerge;
|
•
|
actual or anticipated variations in our operating results;
|
•
|
actual or anticipated fluctuations in our competitors' or our collaborators' and licensees' operating results or changes in their respective growth rates;
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•
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our cash position;
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•
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market conditions in our industry;
|
•
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our ability, and the ability of our collaborators and licensees, to protect our intellectual property and other proprietary rights and technologies;
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•
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our ability, and the ability of our collaborators and licensees, to adapt to changes in laws or regulations and policies;
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•
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the ability of our collaborators and licensees to secure any necessary regulatory approvals to commercialize any products developed under the ECCs, license agreements and joint ventures;
|
•
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the ability of our collaborators and licensees to develop and successfully commercialize products enabled by our technologies;
|
•
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the rate and degree of market acceptance of any products developed by a collaborator under an ECC or through a joint venture or license under a license agreement;
|
•
|
our ability to retain and recruit key personnel;
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•
|
the result of litigation proceedings that we face currently or may face in the future;
|
•
|
our expectations related to the use of proceeds from our public offerings and other financing efforts; and
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•
|
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.
|
(Amounts in thousands, except share data)
|
June 30,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
155,081
|
|
|
$
|
135,782
|
|
Short-term investments
|
115,667
|
|
|
102,528
|
|
||
Receivables
|
|
|
|
||||
Trade, net
|
27,028
|
|
|
25,101
|
|
||
Related parties
|
14,394
|
|
|
23,597
|
|
||
Note, net
|
—
|
|
|
601
|
|
||
Other
|
2,294
|
|
|
2,995
|
|
||
Inventory
|
24,492
|
|
|
26,563
|
|
||
Prepaid expenses and other
|
6,701
|
|
|
6,634
|
|
||
Total current assets
|
345,657
|
|
|
323,801
|
|
||
Long-term investments
|
50,463
|
|
|
105,447
|
|
||
Equity securities
|
39,020
|
|
|
83,653
|
|
||
Investment in preferred stock
|
120,000
|
|
|
—
|
|
||
Property, plant and equipment, net
|
46,659
|
|
|
42,739
|
|
||
Intangible assets, net
|
244,314
|
|
|
247,535
|
|
||
Goodwill
|
161,257
|
|
|
165,169
|
|
||
Investments in affiliates
|
22,714
|
|
|
9,977
|
|
||
Other assets
|
1,028
|
|
|
3,725
|
|
||
Total assets
|
$
|
1,031,112
|
|
|
$
|
982,046
|
|
(Amounts in thousands, except share data)
|
June 30,
2016 |
|
December 31,
2015 |
||||
Liabilities and Total Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
8,204
|
|
|
$
|
4,967
|
|
Accrued compensation and benefits
|
9,474
|
|
|
19,050
|
|
||
Other accrued liabilities
|
13,295
|
|
|
7,949
|
|
||
Deferred revenue
|
53,863
|
|
|
35,366
|
|
||
Lines of credit
|
461
|
|
|
561
|
|
||
Current portion of long term debt
|
491
|
|
|
930
|
|
||
Current portion of deferred consideration
|
9,255
|
|
|
6,931
|
|
||
Related party payables
|
456
|
|
|
150
|
|
||
Total current liabilities
|
95,499
|
|
|
75,904
|
|
||
Long term debt, net of current portion
|
7,530
|
|
|
7,598
|
|
||
Deferred consideration, net of current portion
|
6,689
|
|
|
8,698
|
|
||
Deferred revenue, net of current portion
|
271,376
|
|
|
162,363
|
|
||
Deferred tax liabilities
|
18,680
|
|
|
21,802
|
|
||
Other long term liabilities
|
3,157
|
|
|
795
|
|
||
Total liabilities
|
402,931
|
|
|
277,160
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Total equity
|
|
|
|
||||
Common stock, no par value, 200,000,000 shares authorized as of June 30, 2016 and December 31, 2015; 118,269,920 and 116,658,886 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,297,103
|
|
|
1,249,559
|
|
||
Accumulated deficit
|
(656,222
|
)
|
|
(542,729
|
)
|
||
Accumulated other comprehensive loss
|
(21,651
|
)
|
|
(12,752
|
)
|
||
Total Intrexon shareholders' equity
|
619,230
|
|
|
694,078
|
|
||
Noncontrolling interests
|
8,951
|
|
|
10,808
|
|
||
Total equity
|
628,181
|
|
|
704,886
|
|
||
Total liabilities and total equity
|
$
|
1,031,112
|
|
|
$
|
982,046
|
|
(Amounts in thousands, except share and per share data)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Collaboration and licensing revenues
|
$
|
27,481
|
|
|
$
|
17,181
|
|
|
$
|
51,554
|
|
|
$
|
31,964
|
|
Product revenues
|
10,884
|
|
|
14,266
|
|
|
19,439
|
|
|
23,199
|
|
||||
Service revenues
|
13,927
|
|
|
13,255
|
|
|
24,592
|
|
|
23,212
|
|
||||
Other revenues
|
209
|
|
|
189
|
|
|
354
|
|
|
365
|
|
||||
Total revenues
|
52,501
|
|
|
44,891
|
|
|
95,939
|
|
|
78,740
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Cost of products
|
10,753
|
|
|
11,764
|
|
|
20,315
|
|
|
20,439
|
|
||||
Cost of services
|
6,332
|
|
|
6,503
|
|
|
12,004
|
|
|
11,865
|
|
||||
Research and development
|
28,375
|
|
|
20,381
|
|
|
54,231
|
|
|
99,688
|
|
||||
Selling, general and administrative
|
30,263
|
|
|
23,673
|
|
|
73,144
|
|
|
51,301
|
|
||||
Total operating expenses
|
75,723
|
|
|
62,321
|
|
|
159,694
|
|
|
183,293
|
|
||||
Operating loss
|
(23,222
|
)
|
|
(17,430
|
)
|
|
(63,755
|
)
|
|
(104,553
|
)
|
||||
Other Income (Expense), Net
|
|
|
|
|
|
|
|
||||||||
Unrealized and realized appreciation (depreciation) in fair value of equity securities
|
(23,469
|
)
|
|
(20,609
|
)
|
|
(45,800
|
)
|
|
94,845
|
|
||||
Interest expense
|
(267
|
)
|
|
(359
|
)
|
|
(532
|
)
|
|
(702
|
)
|
||||
Interest income
|
713
|
|
|
344
|
|
|
1,323
|
|
|
644
|
|
||||
Other income (expense), net
|
676
|
|
|
(326
|
)
|
|
1,237
|
|
|
(59
|
)
|
||||
Total other income (expense), net
|
(22,347
|
)
|
|
(20,950
|
)
|
|
(43,772
|
)
|
|
94,728
|
|
||||
Equity in net loss of affiliates
|
(5,053
|
)
|
|
(2,180
|
)
|
|
(10,696
|
)
|
|
(4,136
|
)
|
||||
Loss before income taxes
|
(50,622
|
)
|
|
(40,560
|
)
|
|
(118,223
|
)
|
|
(13,961
|
)
|
||||
Income tax benefit (expense)
|
591
|
|
|
(934
|
)
|
|
2,872
|
|
|
(1,729
|
)
|
||||
Net loss
|
$
|
(50,031
|
)
|
|
$
|
(41,494
|
)
|
|
$
|
(115,351
|
)
|
|
$
|
(15,690
|
)
|
Net loss attributable to the noncontrolling interests
|
967
|
|
|
831
|
|
|
1,858
|
|
|
2,124
|
|
||||
Net loss attributable to Intrexon
|
$
|
(49,064
|
)
|
|
$
|
(40,663
|
)
|
|
$
|
(113,493
|
)
|
|
$
|
(13,566
|
)
|
Net loss attributable to Intrexon per share, basic and diluted
|
$
|
(0.42
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(0.13
|
)
|
Weighted average shares outstanding, basic and diluted
|
118,141,377
|
|
|
109,318,471
|
|
|
117,501,264
|
|
|
107,720,040
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(Amounts in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
$
|
(50,031
|
)
|
|
$
|
(41,494
|
)
|
|
$
|
(115,351
|
)
|
|
$
|
(15,690
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on investments
|
152
|
|
|
(8
|
)
|
|
739
|
|
|
19
|
|
||||
Foreign currency translation adjustments
|
(10,370
|
)
|
|
848
|
|
|
(9,672
|
)
|
|
(2,272
|
)
|
||||
Comprehensive loss
|
(60,249
|
)
|
|
(40,654
|
)
|
|
(124,284
|
)
|
|
(17,943
|
)
|
||||
Comprehensive loss attributable to the noncontrolling interests
|
969
|
|
|
843
|
|
|
1,892
|
|
|
2,096
|
|
||||
Comprehensive loss attributable to Intrexon
|
$
|
(59,280
|
)
|
|
$
|
(39,811
|
)
|
|
$
|
(122,392
|
)
|
|
$
|
(15,847
|
)
|
(Amounts in thousands, except share data)
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated
Deficit
|
|
Total
Intrexon
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||||
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||
Balances at December 31, 2015
|
116,658,886
|
|
|
$
|
—
|
|
|
$
|
1,249,559
|
|
|
$
|
(12,752
|
)
|
|
$
|
(542,729
|
)
|
|
$
|
694,078
|
|
|
$
|
10,808
|
|
|
$
|
704,886
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
19,783
|
|
|
—
|
|
|
—
|
|
|
19,783
|
|
|
35
|
|
|
19,818
|
|
|||||||
Exercises of stock options and warrants
|
1,258,327
|
|
|
—
|
|
|
17,671
|
|
|
—
|
|
|
—
|
|
|
17,671
|
|
|
—
|
|
|
17,671
|
|
|||||||
Shares issued as payment for services
|
216,367
|
|
|
—
|
|
|
5,689
|
|
|
—
|
|
|
—
|
|
|
5,689
|
|
|
—
|
|
|
5,689
|
|
|||||||
Shares issued in asset acquisition
|
136,340
|
|
|
—
|
|
|
4,401
|
|
|
—
|
|
|
—
|
|
|
4,401
|
|
|
—
|
|
|
4,401
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,493
|
)
|
|
(113,493
|
)
|
|
(1,858
|
)
|
|
(115,351
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,899
|
)
|
|
—
|
|
|
(8,899
|
)
|
|
(34
|
)
|
|
(8,933
|
)
|
|||||||
Balances at June 30, 2016
|
118,269,920
|
|
|
$
|
—
|
|
|
$
|
1,297,103
|
|
|
$
|
(21,651
|
)
|
|
$
|
(656,222
|
)
|
|
$
|
619,230
|
|
|
$
|
8,951
|
|
|
$
|
628,181
|
|
|
Six Months Ended
June 30, |
||||||
(Amounts in thousands)
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(115,351
|
)
|
|
$
|
(15,690
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
11,674
|
|
|
7,358
|
|
||
Loss on disposal of property, plant and equipment
|
225
|
|
|
201
|
|
||
Unrealized and realized (appreciation) depreciation on equity securities
|
45,800
|
|
|
(94,845
|
)
|
||
Amortization of discount/premium on investments
|
598
|
|
|
196
|
|
||
Equity in net loss of affiliates
|
10,696
|
|
|
4,136
|
|
||
Stock-based compensation expense
|
19,839
|
|
|
18,139
|
|
||
Shares issued as payment for services
|
5,689
|
|
|
480
|
|
||
Shares issued as consideration for license agreement
|
—
|
|
|
59,579
|
|
||
Provision for bad debts
|
1,183
|
|
|
984
|
|
||
Deferred income taxes
|
(2,659
|
)
|
|
952
|
|
||
Other noncash items
|
391
|
|
|
542
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables:
|
|
|
|
||||
Trade
|
(2,463
|
)
|
|
(127,516
|
)
|
||
Related parties
|
9,203
|
|
|
213
|
|
||
Note
|
(24
|
)
|
|
(20
|
)
|
||
Other
|
626
|
|
|
210
|
|
||
Inventory
|
2,071
|
|
|
(1,212
|
)
|
||
Prepaid expenses and other
|
1,299
|
|
|
(1,669
|
)
|
||
Other assets
|
2,697
|
|
|
(4,876
|
)
|
||
Accounts payable
|
2,834
|
|
|
(125
|
)
|
||
Accrued compensation and benefits
|
(9,543
|
)
|
|
4,099
|
|
||
Other accrued liabilities
|
4,807
|
|
|
839
|
|
||
Deferred revenue
|
(6,078
|
)
|
|
60,909
|
|
||
Related party payables
|
331
|
|
|
57,370
|
|
||
Other long term liabilities
|
106
|
|
|
188
|
|
||
Net cash used in operating activities
|
(16,049
|
)
|
|
(29,558
|
)
|
|
Six Months Ended
June 30, |
||||||
(Amounts in thousands)
|
2016
|
|
2015
|
||||
Cash flows from investing activities
|
|
|
|
||||
Maturities of investments
|
41,987
|
|
|
48,000
|
|
||
Purchases of equity securities and warrants
|
(1,167
|
)
|
|
(14,900
|
)
|
||
Acquisitions of businesses, net of cash received
|
—
|
|
|
(39,501
|
)
|
||
Acquisition of noncontrolling interest
|
—
|
|
|
(1,566
|
)
|
||
Investments in affiliates
|
(5,054
|
)
|
|
(3,334
|
)
|
||
Cash paid in asset acquisition
|
(7,244
|
)
|
|
—
|
|
||
Purchases of property, plant and equipment
|
(10,038
|
)
|
|
(6,740
|
)
|
||
Proceeds from sale of property, plant and equipment
|
140
|
|
|
233
|
|
||
Net cash provided by (used in) investing activities
|
18,624
|
|
|
(17,808
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuance of shares in public offerings, net of issuance costs
|
—
|
|
|
110,041
|
|
||
Advances from lines of credit
|
1,540
|
|
|
11,680
|
|
||
Repayments of advances from lines of credit
|
(1,640
|
)
|
|
(13,080
|
)
|
||
Proceeds from long term debt
|
—
|
|
|
44
|
|
||
Payments of long term debt
|
(685
|
)
|
|
(678
|
)
|
||
Proceeds from stock option exercises
|
17,671
|
|
|
10,382
|
|
||
Net cash provided by financing activities
|
16,886
|
|
|
118,389
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(162
|
)
|
|
410
|
|
||
Net increase in cash and cash equivalents
|
19,299
|
|
|
71,433
|
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
135,782
|
|
|
27,466
|
|
||
End of period
|
$
|
155,081
|
|
|
$
|
98,899
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
140
|
|
|
$
|
99
|
|
Significant noncash financing and investing activities
|
|
|
|
||||
Note receivable as consideration for collaboration agreement
|
$
|
—
|
|
|
$
|
5,000
|
|
Stock received as consideration for collaboration agreements
|
13,666
|
|
|
—
|
|
||
Preferred stock received as consideration for collaboration amendments
|
120,000
|
|
|
—
|
|
||
Stock issued in business combinations
|
—
|
|
|
70,668
|
|
||
Stock issued to acquire noncontrolling interest
|
—
|
|
|
9,412
|
|
||
Stock issued in asset acquisition
|
4,401
|
|
|
—
|
|
||
Contingent consideration assumed in asset acquisition
|
3,660
|
|
|
—
|
|
||
Noncash dividend to shareholders
|
—
|
|
|
172,419
|
|
||
Purchases of equipment included in accounts payable and other accrued liabilities
|
1,118
|
|
|
1,064
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Current assets
|
$
|
70,182
|
|
|
$
|
28,123
|
|
Non-current assets
|
11,059
|
|
|
1,539
|
|
||
Total assets
|
81,241
|
|
|
29,662
|
|
||
Current liabilities
|
7,633
|
|
|
6,274
|
|
||
Net assets
|
$
|
73,608
|
|
|
$
|
23,388
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
47
|
|
|
$
|
514
|
|
|
$
|
329
|
|
|
$
|
1,150
|
|
Operating expenses
|
14,383
|
|
|
25,424
|
|
|
32,043
|
|
|
109,493
|
|
||||
Operating loss
|
(14,336
|
)
|
|
(24,910
|
)
|
|
(31,714
|
)
|
|
(108,343
|
)
|
||||
Other
|
1,424
|
|
|
4
|
|
|
1,427
|
|
|
3
|
|
||||
Net loss
|
$
|
(12,912
|
)
|
|
$
|
(24,906
|
)
|
|
$
|
(30,287
|
)
|
|
$
|
(108,340
|
)
|
Cash
|
$
|
90,199
|
|
Common shares
|
56,195
|
|
|
|
$
|
146,394
|
|
Cash
|
$
|
3,780
|
|
Trade receivables
|
125
|
|
|
Other receivables
|
7,395
|
|
|
Prepaid expenses and other
|
121
|
|
|
Property, plant, and equipment
|
1,198
|
|
|
Intangible assets
|
96,854
|
|
|
Total assets acquired
|
109,473
|
|
|
Accounts payable
|
1,187
|
|
|
Accrued compensation and benefits
|
246
|
|
|
Other accrued liabilities
|
210
|
|
|
Deferred revenue
|
120
|
|
|
Deferred tax liabilities
|
12,584
|
|
|
Total liabilities assumed
|
14,347
|
|
|
Net assets acquired
|
95,126
|
|
|
Goodwill
|
51,268
|
|
|
Total consideration
|
$
|
146,394
|
|
Cash
|
$
|
10,000
|
|
Common shares
|
30,933
|
|
|
|
$
|
40,933
|
|
Cash
|
$
|
58
|
|
Trade receivables
|
16
|
|
|
Other receivables
|
49
|
|
|
Property, plant, and equipment
|
32
|
|
|
Intangible assets
|
36,500
|
|
|
Total assets acquired
|
36,655
|
|
|
Accounts payable
|
181
|
|
|
Deferred revenue
|
181
|
|
|
Deferred tax liabilities
|
8,847
|
|
|
Total liabilities assumed
|
9,209
|
|
|
Net assets acquired
|
27,446
|
|
|
Goodwill
|
13,487
|
|
|
Total consideration
|
$
|
40,933
|
|
Cash
|
$
|
32,739
|
|
Common shares
|
39,735
|
|
|
|
$
|
72,474
|
|
Cash
|
$
|
3,180
|
|
Other receivables
|
305
|
|
|
Prepaid expenses and other
|
31
|
|
|
Property, plant and equipment
|
209
|
|
|
Intangible assets
|
68,100
|
|
|
Other non-current assets
|
23
|
|
|
Total assets acquired
|
71,848
|
|
|
Accounts payable
|
230
|
|
|
Accrued compensation and benefits
|
196
|
|
|
Other accrued liabilities
|
253
|
|
|
Deferred revenue
|
732
|
|
|
Deferred tax liabilities
|
612
|
|
|
Total liabilities assumed
|
2,023
|
|
|
Net assets acquired
|
69,825
|
|
|
Goodwill
|
2,649
|
|
|
Total consideration
|
$
|
72,474
|
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||||
|
Pro Forma
|
||||||
Revenues
|
$
|
45,083
|
|
|
$
|
79,310
|
|
Loss before income taxes
|
(42,832
|
)
|
|
(22,584
|
)
|
||
Net loss
|
(43,723
|
)
|
|
(23,176
|
)
|
||
Net loss attributable to the noncontrolling interests
|
831
|
|
|
2,124
|
|
||
Net loss attributable to Intrexon
|
(42,892
|
)
|
|
(21,052
|
)
|
|
Three Months Ended June 30, 2016
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
922
|
|
|
$
|
6,048
|
|
|
$
|
6,970
|
|
Oragenics, Inc.
|
261
|
|
|
246
|
|
|
507
|
|
|||
Fibrocell Science, Inc.
|
605
|
|
|
789
|
|
|
1,394
|
|
|||
Genopaver, LLC
|
68
|
|
|
1,569
|
|
|
1,637
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
2,358
|
|
|
2,358
|
|
|||
OvaXon, LLC
|
—
|
|
|
808
|
|
|
808
|
|
|||
Intrexon Energy Partners, LLC
|
625
|
|
|
3,587
|
|
|
4,212
|
|
|||
Persea Bio, LLC
|
125
|
|
|
206
|
|
|
331
|
|
|||
Ares Trading S.A.
|
1,597
|
|
|
621
|
|
|
2,218
|
|
|||
Thrive Agrobiotics, Inc.
|
46
|
|
|
404
|
|
|
450
|
|
|||
Intrexon Energy Partners II, LLC
|
500
|
|
|
394
|
|
|
894
|
|
|||
Exotech Bio, Inc.
|
139
|
|
|
—
|
|
|
139
|
|
|||
Relieve Genetics, Inc.
|
120
|
|
|
230
|
|
|
350
|
|
|||
Intrexon T1D Partners, LLC
|
278
|
|
|
32
|
|
|
310
|
|
|||
Other
|
2,769
|
|
|
2,134
|
|
|
4,903
|
|
|||
Total
|
$
|
8,055
|
|
|
$
|
19,426
|
|
|
$
|
27,481
|
|
|
Three Months Ended June 30, 2015
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
644
|
|
|
$
|
4,606
|
|
|
$
|
5,250
|
|
Oragenics, Inc.
|
307
|
|
|
68
|
|
|
375
|
|
|||
Fibrocell Science, Inc.
|
448
|
|
|
1,470
|
|
|
1,918
|
|
|||
Genopaver, LLC
|
68
|
|
|
867
|
|
|
935
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
890
|
|
|
890
|
|
|||
OvaXon, LLC
|
—
|
|
|
662
|
|
|
662
|
|
|||
Intrexon Energy Partners, LLC
|
625
|
|
|
2,731
|
|
|
3,356
|
|
|||
Persea Bio, LLC
|
125
|
|
|
141
|
|
|
266
|
|
|||
Ares Trading S.A.
|
739
|
|
|
—
|
|
|
739
|
|
|||
Other
|
747
|
|
|
2,043
|
|
|
2,790
|
|
|||
Total
|
$
|
3,703
|
|
|
$
|
13,478
|
|
|
$
|
17,181
|
|
|
Six Months Ended June 30, 2016
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
1,844
|
|
|
$
|
12,107
|
|
|
$
|
13,951
|
|
Oragenics, Inc.
|
524
|
|
|
789
|
|
|
1,313
|
|
|||
Fibrocell Science, Inc.
|
1,210
|
|
|
2,041
|
|
|
3,251
|
|
|||
Genopaver, LLC
|
137
|
|
|
3,078
|
|
|
3,215
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
3,544
|
|
|
3,544
|
|
|||
OvaXon, LLC
|
—
|
|
|
1,502
|
|
|
1,502
|
|
|||
Intrexon Energy Partners, LLC
|
1,250
|
|
|
6,950
|
|
|
8,200
|
|
|||
Persea Bio, LLC
|
250
|
|
|
405
|
|
|
655
|
|
|||
Ares Trading S.A.
|
3,194
|
|
|
1,429
|
|
|
4,623
|
|
|||
Thrive Agrobiotics, Inc.
|
92
|
|
|
792
|
|
|
884
|
|
|||
Intrexon Energy Partners II, LLC
|
1,000
|
|
|
444
|
|
|
1,444
|
|
|||
Exotech Bio, Inc.
|
139
|
|
|
—
|
|
|
139
|
|
|||
Relieve Genetics, Inc.
|
120
|
|
|
230
|
|
|
350
|
|
|||
Intrexon T1D Partners, LLC
|
278
|
|
|
32
|
|
|
310
|
|
|||
Other
|
3,789
|
|
|
4,384
|
|
|
8,173
|
|
|||
Total
|
$
|
13,827
|
|
|
$
|
37,727
|
|
|
$
|
51,554
|
|
|
Six Months Ended June 30, 2015
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
1,288
|
|
|
$
|
7,763
|
|
|
$
|
9,051
|
|
Oragenics, Inc.
|
569
|
|
|
76
|
|
|
645
|
|
|||
Fibrocell Science, Inc.
|
896
|
|
|
3,183
|
|
|
4,079
|
|
|||
Genopaver, LLC
|
137
|
|
|
1,467
|
|
|
1,604
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
1,645
|
|
|
1,645
|
|
|||
OvaXon, LLC
|
—
|
|
|
1,306
|
|
|
1,306
|
|
|||
Intrexon Energy Partners, LLC
|
1,250
|
|
|
4,916
|
|
|
6,166
|
|
|||
Persea Bio, LLC
|
250
|
|
|
256
|
|
|
506
|
|
|||
Ares Trading S.A.
|
739
|
|
|
—
|
|
|
739
|
|
|||
Other
|
1,605
|
|
|
4,618
|
|
|
6,223
|
|
|||
Total
|
$
|
6,734
|
|
|
$
|
25,230
|
|
|
$
|
31,964
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Upfront and milestone payments
|
$
|
310,937
|
|
|
$
|
181,331
|
|
Prepaid research and development services
|
8,122
|
|
|
10,938
|
|
||
Prepaid product and service revenues
|
5,471
|
|
|
4,759
|
|
||
Other
|
709
|
|
|
701
|
|
||
Total
|
$
|
325,239
|
|
|
$
|
197,729
|
|
Current portion of deferred revenue
|
$
|
53,863
|
|
|
$
|
35,366
|
|
Long-term portion of deferred revenue
|
271,376
|
|
|
162,363
|
|
||
Total
|
$
|
325,239
|
|
|
$
|
197,729
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
ZIOPHARM Oncology, Inc.
|
$
|
148,494
|
|
|
$
|
30,338
|
|
Oragenics, Inc.
|
8,289
|
|
|
8,813
|
|
||
Fibrocell Science, Inc.
|
20,235
|
|
|
21,445
|
|
||
Genopaver, LLC
|
2,113
|
|
|
2,250
|
|
||
Intrexon Energy Partners, LLC
|
19,375
|
|
|
20,625
|
|
||
Persea Bio, LLC
|
4,250
|
|
|
4,500
|
|
||
Ares Trading S.A.
|
50,373
|
|
|
53,567
|
|
||
Thrive Agrobiotics, Inc.
|
1,529
|
|
|
1,621
|
|
||
Intrexon Energy Partners II, LLC
|
16,833
|
|
|
17,833
|
|
||
Exotech Bio, Inc.
|
4,861
|
|
|
—
|
|
||
Relieve Genetics, Inc.
|
4,213
|
|
|
—
|
|
||
Intrexon T1D Partners, LLC
|
9,564
|
|
|
—
|
|
||
AD Skincare, Inc.
|
4,333
|
|
|
—
|
|
||
Other
|
16,475
|
|
|
20,339
|
|
||
Total
|
$
|
310,937
|
|
|
$
|
181,331
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Aggregate
Fair Value
|
||||||||
U.S. government debt securities
|
$
|
165,638
|
|
|
$
|
220
|
|
|
$
|
—
|
|
|
$
|
165,858
|
|
Certificates of deposit
|
272
|
|
|
—
|
|
|
—
|
|
|
272
|
|
||||
Total
|
$
|
165,910
|
|
|
$
|
220
|
|
|
$
|
—
|
|
|
$
|
166,130
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Aggregate
Fair Value
|
||||||||
U.S. government debt securities
|
$
|
208,223
|
|
|
$
|
21
|
|
|
$
|
(540
|
)
|
|
$
|
207,704
|
|
Certificates of deposit
|
271
|
|
|
—
|
|
|
—
|
|
|
271
|
|
||||
Total
|
$
|
208,494
|
|
|
$
|
21
|
|
|
$
|
(540
|
)
|
|
$
|
207,975
|
|
Due within one year
|
$
|
115,667
|
|
After one year through two years
|
50,463
|
|
|
Total
|
$
|
166,130
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
June 30,
2016 |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
$
|
—
|
|
|
$
|
165,858
|
|
|
$
|
—
|
|
|
$
|
165,858
|
|
Equity securities
|
31,539
|
|
|
7,481
|
|
|
—
|
|
|
39,020
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
|
120,000
|
|
|
120,000
|
|
||||
Other
|
—
|
|
|
308
|
|
|
—
|
|
|
308
|
|
||||
Total
|
$
|
31,539
|
|
|
$
|
173,647
|
|
|
$
|
120,000
|
|
|
$
|
325,186
|
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
December 31,
2015 |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
$
|
—
|
|
|
$
|
207,704
|
|
|
$
|
—
|
|
|
$
|
207,704
|
|
Equity securities
|
65,850
|
|
|
17,803
|
|
|
—
|
|
|
83,653
|
|
||||
Other
|
—
|
|
|
405
|
|
|
—
|
|
|
405
|
|
||||
Total
|
$
|
65,850
|
|
|
$
|
225,912
|
|
|
$
|
—
|
|
|
$
|
291,762
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Supplies, semen and embryos
|
$
|
1,410
|
|
|
$
|
1,402
|
|
Work in process
|
6,240
|
|
|
6,290
|
|
||
Livestock
|
16,062
|
|
|
16,907
|
|
||
Feed
|
780
|
|
|
1,964
|
|
||
Total inventory
|
$
|
24,492
|
|
|
$
|
26,563
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Land and land improvements
|
$
|
9,682
|
|
|
$
|
9,119
|
|
Buildings and building improvements
|
7,526
|
|
|
7,520
|
|
||
Furniture and fixtures
|
2,352
|
|
|
1,283
|
|
||
Equipment
|
40,312
|
|
|
36,016
|
|
||
Leasehold improvements
|
7,630
|
|
|
6,888
|
|
||
Computer hardware and software
|
6,334
|
|
|
5,960
|
|
||
Construction and other assets in progress
|
2,440
|
|
|
2,193
|
|
||
|
76,276
|
|
|
68,979
|
|
||
Less: Accumulated depreciation and amortization
|
(29,617
|
)
|
|
(26,240
|
)
|
||
Property, plant and equipment, net
|
$
|
46,659
|
|
|
$
|
42,739
|
|
Balance at December 31, 2015
|
$
|
165,169
|
|
Foreign currency translation adjustments
|
(3,912
|
)
|
|
Balance at June 30, 2016
|
$
|
161,257
|
|
|
Weighted Average Useful Life (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Patents, related technologies and know-how
|
15.3
|
|
$
|
170,046
|
|
|
$
|
(23,654
|
)
|
|
$
|
146,392
|
|
Customer relationships
|
6.5
|
|
10,700
|
|
|
(3,706
|
)
|
|
6,994
|
|
|||
Trademarks
|
9.3
|
|
6,800
|
|
|
(1,405
|
)
|
|
5,395
|
|
|||
Covenant not to compete
|
2.0
|
|
390
|
|
|
(260
|
)
|
|
130
|
|
|||
In-process research and development
|
|
|
85,403
|
|
|
—
|
|
|
85,403
|
|
|||
Total
|
|
|
$
|
273,339
|
|
|
$
|
(29,025
|
)
|
|
$
|
244,314
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Patents, related technologies and know-how
|
$
|
157,411
|
|
|
$
|
(17,775
|
)
|
|
$
|
139,636
|
|
Customer relationships
|
10,700
|
|
|
(2,739
|
)
|
|
7,961
|
|
|||
Trademarks
|
6,800
|
|
|
(1,018
|
)
|
|
5,782
|
|
|||
Covenant not to compete
|
384
|
|
|
(160
|
)
|
|
224
|
|
|||
In-process research and development
|
93,932
|
|
|
—
|
|
|
93,932
|
|
|||
Total
|
$
|
269,227
|
|
|
$
|
(21,692
|
)
|
|
$
|
247,535
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Notes payable
|
$
|
5,884
|
|
|
$
|
6,477
|
|
Royalty-based financing
|
1,985
|
|
|
1,807
|
|
||
Other
|
152
|
|
|
244
|
|
||
Long term debt
|
8,021
|
|
|
8,528
|
|
||
Less current portion
|
491
|
|
|
930
|
|
||
Long term debt, less current portion
|
$
|
7,530
|
|
|
$
|
7,598
|
|
2016
|
$
|
298
|
|
2017
|
385
|
|
|
2018
|
529
|
|
|
2019
|
343
|
|
|
2020
|
313
|
|
|
2021
|
312
|
|
|
Thereafter
|
3,856
|
|
|
Total
|
$
|
6,036
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Unrealized gain (loss) on investments
|
$
|
220
|
|
|
$
|
(519
|
)
|
Foreign currency translation adjustments
|
(21,871
|
)
|
|
(12,233
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(21,651
|
)
|
|
$
|
(12,752
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of products
|
$
|
20
|
|
|
$
|
21
|
|
|
$
|
40
|
|
|
$
|
55
|
|
Cost of services
|
70
|
|
|
105
|
|
|
138
|
|
|
203
|
|
||||
Research and development
|
2,178
|
|
|
2,138
|
|
|
4,743
|
|
|
3,907
|
|
||||
Selling, general and administrative
|
4,383
|
|
|
5,616
|
|
|
14,918
|
|
|
13,974
|
|
||||
Total
|
$
|
6,651
|
|
|
$
|
7,880
|
|
|
$
|
19,839
|
|
|
$
|
18,139
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|||
Balances at December 31, 2015
|
11,043,528
|
|
|
$
|
32.66
|
|
|
8.49
|
Granted
|
3,137,860
|
|
|
30.66
|
|
|
|
|
Exercised
|
(1,113,327
|
)
|
|
(15.87
|
)
|
|
|
|
Forfeited
|
(1,752,627
|
)
|
|
(45.24
|
)
|
|
|
|
Expired
|
(3,909
|
)
|
|
(30.35
|
)
|
|
|
|
Balances at June 30, 2016
|
11,311,525
|
|
|
31.81
|
|
|
8.56
|
|
Exercisable at June 30, 2016
|
2,754,250
|
|
|
25.36
|
|
|
7.15
|
|
Vested and Expected to Vest at June 30, 2016(1)
|
9,441,799
|
|
|
31.39
|
|
|
8.43
|
(1)
|
The number of stock options expected to vest takes into account an estimate of expected forfeitures.
|
2016
|
$
|
1,966
|
|
2017
|
4,401
|
|
|
2018
|
2,834
|
|
|
2019
|
2,595
|
|
|
2020
|
2,647
|
|
|
2021
|
1,789
|
|
|
Total
|
$
|
16,232
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Historical net loss per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Intrexon
|
$
|
(49,064
|
)
|
|
$
|
(40,663
|
)
|
|
$
|
(113,493
|
)
|
|
$
|
(13,566
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding, basic and diluted
|
118,141,377
|
|
|
109,318,471
|
|
|
117,501,264
|
|
|
107,720,040
|
|
||||
Net loss attributable to Intrexon per share, basic and diluted
|
$
|
(0.42
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(0.13
|
)
|
•
|
salaries and benefits, including stock-based compensation expense, for personnel in research and development functions;
|
•
|
fees paid to consultants and contract research organizations who perform research on our behalf and under our direction;
|
•
|
costs related to laboratory supplies used in our research and development efforts;
|
•
|
costs related to certain in-licensed technology rights;
|
•
|
depreciation of leasehold improvements and laboratory equipment;
|
•
|
amortization of patents and related technologies acquired in mergers and acquisitions; and
|
•
|
rent and utility costs for our research and development facilities.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Expansion or improvement of our platform technologies
|
$
|
2,998
|
|
|
$
|
4,015
|
|
|
$
|
5,867
|
|
|
$
|
68,527
|
|
Specific applications of our technologies in support of current and prospective collaborators and licensees
|
16,214
|
|
|
9,726
|
|
|
30,167
|
|
|
18,078
|
|
||||
Expansion or improvement of our product and service offerings
|
4,774
|
|
|
2,101
|
|
|
8,767
|
|
|
3,815
|
|
||||
Other
|
4,389
|
|
|
4,539
|
|
|
9,430
|
|
|
9,268
|
|
||||
Total research and development expenses
|
$
|
28,375
|
|
|
$
|
20,381
|
|
|
$
|
54,231
|
|
|
$
|
99,688
|
|
|
Three Months Ended
June 30, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Collaboration and licensing revenues
|
$
|
27,481
|
|
|
$
|
17,181
|
|
|
$
|
10,300
|
|
|
59.9
|
%
|
Product revenues
|
10,884
|
|
|
14,266
|
|
|
(3,382
|
)
|
|
(23.7
|
)%
|
|||
Service revenues
|
13,927
|
|
|
13,255
|
|
|
672
|
|
|
5.1
|
%
|
|||
Other revenues
|
209
|
|
|
189
|
|
|
20
|
|
|
10.6
|
%
|
|||
Total revenues
|
52,501
|
|
|
44,891
|
|
|
7,610
|
|
|
17.0
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||
Cost of products
|
10,753
|
|
|
11,764
|
|
|
(1,011
|
)
|
|
(8.6
|
)%
|
|||
Cost of services
|
6,332
|
|
|
6,503
|
|
|
(171
|
)
|
|
(2.6
|
)%
|
|||
Research and development
|
28,375
|
|
|
20,381
|
|
|
7,994
|
|
|
39.2
|
%
|
|||
Selling, general and administrative
|
30,263
|
|
|
23,673
|
|
|
6,590
|
|
|
27.8
|
%
|
|||
Total operating expenses
|
75,723
|
|
|
62,321
|
|
|
13,402
|
|
|
21.5
|
%
|
|||
Operating loss
|
(23,222
|
)
|
|
(17,430
|
)
|
|
(5,792
|
)
|
|
33.2
|
%
|
|||
Total other expense, net
|
(22,347
|
)
|
|
(20,950
|
)
|
|
(1,397
|
)
|
|
6.7
|
%
|
|||
Equity in loss of affiliates
|
(5,053
|
)
|
|
(2,180
|
)
|
|
(2,873
|
)
|
|
131.8
|
%
|
|||
Loss before income taxes
|
(50,622
|
)
|
|
(40,560
|
)
|
|
(10,062
|
)
|
|
24.8
|
%
|
|||
Income tax benefit (expense)
|
591
|
|
|
(934
|
)
|
|
1,525
|
|
|
(163.28
|
)%
|
|||
Net loss
|
(50,031
|
)
|
|
(41,494
|
)
|
|
(8,537
|
)
|
|
20.6
|
%
|
|||
Net loss attributable to noncontrolling interests
|
967
|
|
|
831
|
|
|
136
|
|
|
16.4
|
%
|
|||
Net loss attributable to Intrexon
|
$
|
(49,064
|
)
|
|
$
|
(40,663
|
)
|
|
$
|
(8,401
|
)
|
|
20.7
|
%
|
|
Three Months Ended
June 30, |
|
Dollar
Change |
||||||||
|
2016
|
|
2015
|
|
|||||||
|
(In thousands)
|
||||||||||
ZIOPHARM Oncology, Inc.
|
$
|
6,970
|
|
|
$
|
5,250
|
|
|
$
|
1,720
|
|
Oragenics, Inc.
|
507
|
|
|
375
|
|
|
132
|
|
|||
Fibrocell Science, Inc.
|
1,394
|
|
|
1,918
|
|
|
(524
|
)
|
|||
Genopaver, LLC
|
1,637
|
|
|
935
|
|
|
702
|
|
|||
S & I Ophthalmic, LLC
|
2,358
|
|
|
890
|
|
|
1,468
|
|
|||
OvaXon, LLC
|
808
|
|
|
662
|
|
|
146
|
|
|||
Intrexon Energy Partners, LLC
|
4,212
|
|
|
3,356
|
|
|
856
|
|
|||
Persea Bio, LLC
|
331
|
|
|
266
|
|
|
65
|
|
|||
Ares Trading S.A.
|
2,218
|
|
|
739
|
|
|
1,479
|
|
|||
Thrive Agrobiotics, Inc.
|
450
|
|
|
—
|
|
|
450
|
|
|||
Intrexon Energy Partners II, LLC
|
894
|
|
|
—
|
|
|
894
|
|
|||
Exotech Bio, Inc.
|
139
|
|
|
—
|
|
|
139
|
|
|||
Relieve Genetics, Inc.
|
350
|
|
|
—
|
|
|
350
|
|
|||
Intrexon T1D Partners, LLC
|
310
|
|
|
—
|
|
|
310
|
|
|||
Other
|
4,903
|
|
|
2,790
|
|
|
2,113
|
|
|||
Total
|
$
|
27,481
|
|
|
$
|
17,181
|
|
|
$
|
10,300
|
|
|
Six Months Ended
June 30, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Collaboration and licensing revenues
|
$
|
51,554
|
|
|
$
|
31,964
|
|
|
$
|
19,590
|
|
|
61.3
|
%
|
Product revenues
|
19,439
|
|
|
23,199
|
|
|
(3,760
|
)
|
|
(16.2
|
)%
|
|||
Service revenues
|
24,592
|
|
|
23,212
|
|
|
1,380
|
|
|
5.9
|
%
|
|||
Other revenues
|
354
|
|
|
365
|
|
|
(11
|
)
|
|
(3.0
|
)%
|
|||
Total revenues
|
95,939
|
|
|
78,740
|
|
|
17,199
|
|
|
21.8
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|||||||
Cost of products
|
20,315
|
|
|
20,439
|
|
|
(124
|
)
|
|
(0.6
|
)%
|
|||
Cost of services
|
12,004
|
|
|
11,865
|
|
|
139
|
|
|
1.2
|
%
|
|||
Research and development
|
54,231
|
|
|
99,688
|
|
|
(45,457
|
)
|
|
(45.6
|
)%
|
|||
Selling, general and administrative
|
73,144
|
|
|
51,301
|
|
|
21,843
|
|
|
42.6
|
%
|
|||
Total operating expenses
|
159,694
|
|
|
183,293
|
|
|
(23,599
|
)
|
|
(12.9
|
)%
|
|||
Operating loss
|
(63,755
|
)
|
|
(104,553
|
)
|
|
40,798
|
|
|
(39.0
|
)%
|
|||
Total other income (expense), net
|
(43,772
|
)
|
|
94,728
|
|
|
(138,500
|
)
|
|
(146.2
|
)%
|
|||
Equity in loss of affiliates
|
(10,696
|
)
|
|
(4,136
|
)
|
|
(6,560
|
)
|
|
158.6
|
%
|
|||
Loss before income taxes
|
(118,223
|
)
|
|
(13,961
|
)
|
|
(104,262
|
)
|
|
>200%
|
|
|||
Income tax benefit (expense)
|
2,872
|
|
|
(1,729
|
)
|
|
4,601
|
|
|
>200%
|
|
|||
Net loss
|
(115,351
|
)
|
|
(15,690
|
)
|
|
(99,661
|
)
|
|
>200%
|
|
|||
Net loss attributable to noncontrolling interests
|
1,858
|
|
|
2,124
|
|
|
(266
|
)
|
|
(12.5
|
)%
|
|||
Net loss attributable to Intrexon
|
$
|
(113,493
|
)
|
|
$
|
(13,566
|
)
|
|
$
|
(99,927
|
)
|
|
>200%
|
|
|
Six Months Ended
June 30, |
|
Dollar
Change |
||||||||
|
2016
|
|
2015
|
|
|||||||
|
(In thousands)
|
||||||||||
ZIOPHARM Oncology, Inc.
|
$
|
13,951
|
|
|
$
|
9,051
|
|
|
$
|
4,900
|
|
Oragenics, Inc.
|
1,313
|
|
|
645
|
|
|
668
|
|
|||
Fibrocell Science, Inc.
|
3,251
|
|
|
4,079
|
|
|
(828
|
)
|
|||
Genopaver, LLC
|
3,215
|
|
|
1,604
|
|
|
1,611
|
|
|||
S & I Ophthalmic, LLC
|
3,544
|
|
|
1,645
|
|
|
1,899
|
|
|||
OvaXon, LLC
|
1,502
|
|
|
1,306
|
|
|
196
|
|
|||
Intrexon Energy Partners, LLC
|
8,200
|
|
|
6,166
|
|
|
2,034
|
|
|||
Persea Bio, LLC
|
655
|
|
|
506
|
|
|
149
|
|
|||
Ares Trading S.A.
|
4,623
|
|
|
739
|
|
|
3,884
|
|
|||
Thrive Agrobiotics, Inc.
|
884
|
|
|
—
|
|
|
884
|
|
|||
Intrexon Energy Partners II, LLC
|
1,444
|
|
|
—
|
|
|
1,444
|
|
|||
Exotech Bio, Inc.
|
139
|
|
|
—
|
|
|
139
|
|
|||
Relieve Genetics, Inc.
|
350
|
|
|
—
|
|
|
350
|
|
|||
Intrexon T1D Partners, LLC
|
310
|
|
|
—
|
|
|
310
|
|
|||
Other
|
8,173
|
|
|
6,223
|
|
|
1,950
|
|
|||
Total
|
$
|
51,554
|
|
|
$
|
31,964
|
|
|
$
|
19,590
|
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(16,049
|
)
|
|
$
|
(29,558
|
)
|
Investing activities
|
18,624
|
|
|
(17,808
|
)
|
||
Financing activities
|
16,886
|
|
|
118,389
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(162
|
)
|
|
410
|
|
||
Net increase in cash and cash equivalents
|
$
|
19,299
|
|
|
$
|
71,433
|
|
•
|
progress in our research and development programs, as well as the magnitude of these programs;
|
•
|
the timing, receipt and amount of upfront, milestone and other payments, if any, from present and future collaborators, if any;
|
•
|
the timing, receipt and amount of sales and royalties, if any, from our potential products;
|
•
|
our ability to maintain or improve the volume and pricing of our current product offerings and to develop new offerings, including those which may incorporate new technologies;
|
•
|
the timing, receipt and amount of funding under future government contracts, if any;
|
•
|
our ability to maintain and establish additional collaborative arrangements and/or new business initiatives;
|
•
|
the timing of regulatory approval of products of our collaborations and operations;
|
•
|
the resources, time and cost required for the preparation, filing, prosecution, maintenance and enforcement of patent claims;
|
•
|
investments we may make in current and future collaborators, including joint ventures;
|
•
|
strategic mergers and acquisitions, including both the upfront acquisition cost as well as the cost to integrate, maintain, and expand the strategic target; and
|
•
|
the costs associated with legal activities, including litigation, arising in the course of our business activities and our ability to prevail in any such legal disputes.
|
|
Total
|
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than 5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases (1)
|
$
|
16,232
|
|
|
$
|
4,110
|
|
|
$
|
6,383
|
|
|
$
|
5,147
|
|
|
$
|
592
|
|
Deferred consideration
|
15,944
|
|
|
9,255
|
|
|
6,689
|
|
|
—
|
|
|
—
|
|
|||||
Long term debt
|
6,036
|
|
|
491
|
|
|
893
|
|
|
639
|
|
|
4,013
|
|
|||||
Contingent consideration
|
3,660
|
|
|
1,404
|
|
|
2,256
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
41,872
|
|
|
$
|
15,260
|
|
|
$
|
16,221
|
|
|
$
|
5,786
|
|
|
$
|
4,605
|
|
(1)
|
In July 2016, we entered into a land lease agreement to commence in January 2017 to be used for its Arctic
®
apples. The initial term is through December 2037, and future minimum lease payments under this leasing arrangement total approximately $8.3 million and are excluded from the table above. We shall have the right to terminate the lease with six months' advance written notice under certain circumstances as defined in the lease agreement.
|
•
|
the issuance of 85,300 unregistered shares of our common stock in April, May and June 2016, as payment under the Services Agreement entered into and effective as of November 1, 2015, by and between us and Third Security as previously discussed in our Current Report on Form 8-K filed on October 30, 2015.
|
Exhibit
No.
|
|
Description
|
10.1*
|
|
Third Amendment to Exclusive Channel Partner Agreement by and between ZIOPHARM Oncology, Inc. and Intrexon Corporation dated as of June 29, 2016 (incorporated by reference to Exhibit 10.1 to Intrexon Corporation's Current Report on Form 8-K, filed on June 30, 2016 with the Securities and Exchange Commission).
|
|
|
|
10.2*
|
|
Amendment to Exclusive Channel Collaboration Agreement by and between ZIOPHARM Oncology, Inc. and Intrexon Corporation dated as of June 29, 2016 (incorporated by reference to Exhibit 10.2 to Intrexon Corporation's Current Report on Form 8-K, filed on June 30, 2016 with the Securities and Exchange Commission).
|
|
|
|
10.3*
|
|
Securities Issuance Agreement by and between ZIOPHARM Oncology, Inc. and Intrexon Corporation dated as of June 29, 2016 (incorporated by reference to Exhibit 10.3 to Intrexon Corporation's Current Report on Form 8-K, filed on June 30, 2016 with the Securities and Exchange Commission).
|
|
|
|
10.4
|
|
Amended and Restated Certificate of Designation (incorporated by reference to Exhibit 3.1 to ZIOPHARM Oncology, Inc.'s Current Report on Form 8-K/A, filed on July 1, 2016 with the Securities and Exchange Commission).
|
|
|
|
10.5**†
|
|
Employment Agreement, dated as of May 16, 2016, between Intrexon Corporation and Geno J. Germano.
|
|
|
|
31.1
|
|
Certification of Randal J. Kirk, Chairman and Chief Executive Officer (Principal Executive Officer) of Intrexon Corporation, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Rick L. Sterling, Chief Financial Officer (Principal Financial Officer) of Intrexon Corporation, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certification of Randal J. Kirk, Chairman and Chief Executive Officer (Principal Executive Officer) of Intrexon Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2**
|
|
Certification of Rick L. Sterling, Chief Financial Officer (Principal Financial Officer) of Intrexon Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.0**
|
|
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101.0 to this Quarterly Report on Form 10-Q are the following documents formatted in XBRL: (i) the Consolidated Balance Sheets at June 30, 2016 and December 31, 2015, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015, (iii) the Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2016 and 2015, (iv) the Consolidated Statements of Shareholders' and Total Equity for the six months ended June 30, 2016, (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, and (vi) the Notes to Consolidated Financial Statements.
|
**
|
Furnished herewith.
|
†
|
Indicates management contract or compensatory plan.
|
|
|
Intrexon Corporation
|
||
|
|
(Registrant)
|
||
|
|
|
||
Date: August 9, 2016
|
|
By:
|
|
/s/ Rick L. Sterling
|
|
|
|
|
Rick L. Sterling
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Intrexon Corporation;
|
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.
|
/s/ RANDAL J. KIRK
|
Randal J. Kirk
|
Chairman and Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Intrexon Corporation;
|
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.
|
/s/ RICK L. STERLING
|
Rick L. Sterling
|
Chief Financial Officer
|
(Principal Financial Officer)
|
•
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
June 30, 2016
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ RANDAL J. KIRK
|
Randal J. Kirk
|
Chairman and Chief Executive Officer
|
(Principal Executive Officer)
|
•
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
June 30, 2016
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ RICK L. STERLING
|
Rick L. Sterling
|
Chief Financial Officer
|
(Principal Financial Officer)
|