|
x
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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)
|
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(I.R.S. Employer
Identification Number)
|
|
|
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20374 Seneca Meadows Parkway
Germantown, Maryland
|
|
20876
|
(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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|
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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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Emerging growth 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.
|
||
1A.
|
||
2.
|
||
5.
|
||
6.
|
||
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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;
|
•
|
our cash position;
|
•
|
market conditions in our industry;
|
•
|
our ability, and the ability of our collaborators and licensees, to protect our intellectual property and other proprietary rights and technologies;
|
•
|
our ability, and the ability of our collaborators and licensees, to adapt to changes in laws or regulations and policies;
|
•
|
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;
|
•
|
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;
|
•
|
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
|
•
|
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.
|
(Amounts in thousands, except share data)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
64,216
|
|
|
$
|
62,607
|
|
Restricted cash
|
6,987
|
|
|
6,987
|
|
||
Short-term investments
|
44,502
|
|
|
174,602
|
|
||
Receivables
|
|
|
|
||||
Trade, net
|
18,134
|
|
|
21,637
|
|
||
Related parties
|
17,866
|
|
|
16,793
|
|
||
Notes, net
|
—
|
|
|
1,500
|
|
||
Other
|
2,253
|
|
|
2,555
|
|
||
Inventory
|
17,730
|
|
|
21,139
|
|
||
Prepaid expenses and other
|
8,052
|
|
|
7,361
|
|
||
Total current assets
|
179,740
|
|
|
315,181
|
|
||
Long-term investments
|
—
|
|
|
5,993
|
|
||
Equity securities
|
26,642
|
|
|
23,522
|
|
||
Investments in preferred stock
|
148,499
|
|
|
129,545
|
|
||
Property, plant and equipment, net
|
102,876
|
|
|
64,672
|
|
||
Intangible assets, net
|
240,897
|
|
|
225,615
|
|
||
Goodwill
|
166,821
|
|
|
157,175
|
|
||
Investments in affiliates
|
22,942
|
|
|
23,655
|
|
||
Other assets
|
9,844
|
|
|
3,710
|
|
||
Total assets
|
$
|
898,261
|
|
|
$
|
949,068
|
|
(Amounts in thousands, except share data)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Liabilities and Total Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
7,852
|
|
|
$
|
8,478
|
|
Accrued compensation and benefits
|
11,206
|
|
|
6,540
|
|
||
Other accrued liabilities
|
18,960
|
|
|
15,776
|
|
||
Deferred revenue
|
48,289
|
|
|
53,364
|
|
||
Lines of credit
|
234
|
|
|
820
|
|
||
Current portion of long term debt
|
439
|
|
|
386
|
|
||
Deferred consideration
|
—
|
|
|
8,801
|
|
||
Related party payables
|
816
|
|
|
440
|
|
||
Total current liabilities
|
87,796
|
|
|
94,605
|
|
||
Long term debt, net of current portion
|
7,673
|
|
|
7,562
|
|
||
Deferred revenue, net of current portion
|
227,998
|
|
|
256,778
|
|
||
Deferred tax liabilities, net
|
15,868
|
|
|
17,007
|
|
||
Other long term liabilities
|
5,747
|
|
|
3,868
|
|
||
Total liabilities
|
345,082
|
|
|
379,820
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
Total equity
|
|
|
|
||||
Common stock, no par value, 200,000,000 shares authorized as of September 30, 2017 and December 31, 2016; 120,624,346 and 118,688,770 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,370,917
|
|
|
1,325,780
|
|
||
Accumulated deficit
|
(820,554
|
)
|
|
(729,341
|
)
|
||
Accumulated other comprehensive loss
|
(16,750
|
)
|
|
(36,202
|
)
|
||
Total Intrexon shareholders' equity
|
533,613
|
|
|
560,237
|
|
||
Noncontrolling interests
|
19,566
|
|
|
9,011
|
|
||
Total equity
|
553,179
|
|
|
569,248
|
|
||
Total liabilities and total equity
|
$
|
898,261
|
|
|
$
|
949,068
|
|
(Amounts in thousands, except share and per share data)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Collaboration and licensing revenues, including $24,492 and $26,688 from related parties during the three months ended September 30, 2017 and 2016, respectively, and $77,937 and $70,299 during the nine months ended September 30, 2017 and 2016, respectively
|
$
|
28,155
|
|
|
$
|
30,590
|
|
|
$
|
89,384
|
|
|
$
|
82,144
|
|
Product revenues
|
7,670
|
|
|
9,260
|
|
|
25,780
|
|
|
28,699
|
|
||||
Service revenues
|
9,975
|
|
|
8,706
|
|
|
37,890
|
|
|
33,298
|
|
||||
Other revenues
|
216
|
|
|
429
|
|
|
899
|
|
|
783
|
|
||||
Total revenues
|
46,016
|
|
|
48,985
|
|
|
153,953
|
|
|
144,924
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Cost of products
|
8,001
|
|
|
9,156
|
|
|
25,625
|
|
|
29,471
|
|
||||
Cost of services
|
7,013
|
|
|
5,803
|
|
|
21,805
|
|
|
17,807
|
|
||||
Research and development
|
36,472
|
|
|
29,035
|
|
|
104,663
|
|
|
83,266
|
|
||||
Selling, general and administrative
|
39,277
|
|
|
33,812
|
|
|
113,258
|
|
|
106,956
|
|
||||
Total operating expenses
|
90,763
|
|
|
77,806
|
|
|
265,351
|
|
|
237,500
|
|
||||
Operating loss
|
(44,747
|
)
|
|
(28,821
|
)
|
|
(111,398
|
)
|
|
(92,576
|
)
|
||||
Other Income (Expense), Net
|
|
|
|
|
|
|
|
||||||||
Unrealized and realized appreciation (depreciation) in fair value of equity securities and preferred stock
|
2,175
|
|
|
412
|
|
|
9,240
|
|
|
(45,388
|
)
|
||||
Interest expense
|
(138
|
)
|
|
(227
|
)
|
|
(498
|
)
|
|
(759
|
)
|
||||
Interest and dividend income
|
5,070
|
|
|
4,494
|
|
|
14,437
|
|
|
5,817
|
|
||||
Other income (expense), net
|
(1,021
|
)
|
|
(32
|
)
|
|
4,453
|
|
|
1,205
|
|
||||
Total other income (expense), net
|
6,086
|
|
|
4,647
|
|
|
27,632
|
|
|
(39,125
|
)
|
||||
Equity in net loss of affiliates
|
(2,993
|
)
|
|
(6,255
|
)
|
|
(11,273
|
)
|
|
(16,951
|
)
|
||||
Loss before income taxes
|
(41,654
|
)
|
|
(30,429
|
)
|
|
(95,039
|
)
|
|
(148,652
|
)
|
||||
Income tax benefit
|
818
|
|
|
418
|
|
|
2,164
|
|
|
3,290
|
|
||||
Net loss
|
$
|
(40,836
|
)
|
|
$
|
(30,011
|
)
|
|
$
|
(92,875
|
)
|
|
$
|
(145,362
|
)
|
Net loss attributable to the noncontrolling interests
|
1,147
|
|
|
1,029
|
|
|
3,123
|
|
|
2,887
|
|
||||
Net loss attributable to Intrexon
|
$
|
(39,689
|
)
|
|
$
|
(28,982
|
)
|
|
$
|
(89,752
|
)
|
|
$
|
(142,475
|
)
|
Net loss attributable to Intrexon per share, basic and diluted
|
$
|
(0.33
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(1.21
|
)
|
Weighted average shares outstanding, basic and diluted
|
120,518,885
|
|
|
118,346,782
|
|
|
119,741,291
|
|
|
117,785,160
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
$
|
(40,836
|
)
|
|
$
|
(30,011
|
)
|
|
$
|
(92,875
|
)
|
|
$
|
(145,362
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on investments
|
79
|
|
|
(151
|
)
|
|
74
|
|
|
588
|
|
||||
Gain (loss) on foreign currency translation adjustments
|
7,410
|
|
|
(3,495
|
)
|
|
19,405
|
|
|
(13,167
|
)
|
||||
Comprehensive loss
|
(33,347
|
)
|
|
(33,657
|
)
|
|
(73,396
|
)
|
|
(157,941
|
)
|
||||
Comprehensive loss attributable to the noncontrolling interests
|
1,129
|
|
|
1,024
|
|
|
3,096
|
|
|
2,916
|
|
||||
Comprehensive loss attributable to Intrexon
|
$
|
(32,218
|
)
|
|
$
|
(32,633
|
)
|
|
$
|
(70,300
|
)
|
|
$
|
(155,025
|
)
|
(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, 2016
|
118,688,770
|
|
|
$
|
—
|
|
|
$
|
1,325,780
|
|
|
$
|
(36,202
|
)
|
|
$
|
(729,341
|
)
|
|
$
|
560,237
|
|
|
$
|
9,011
|
|
|
$
|
569,248
|
|
Cumulative effect of adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
1,461
|
|
|
—
|
|
|
(1,461
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
31,914
|
|
|
—
|
|
|
—
|
|
|
31,914
|
|
|
35
|
|
|
31,949
|
|
|||||||
Exercises of stock options
|
109,971
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
—
|
|
|
839
|
|
|
28
|
|
|
867
|
|
|||||||
Shares issued as payment for services
|
439,200
|
|
|
—
|
|
|
8,440
|
|
|
—
|
|
|
—
|
|
|
8,440
|
|
|
—
|
|
|
8,440
|
|
|||||||
Shares and warrants issued in acquisition
|
684,240
|
|
|
—
|
|
|
16,997
|
|
|
—
|
|
|
—
|
|
|
16,997
|
|
|
—
|
|
|
16,997
|
|
|||||||
Shares issued to acquire noncontrolling interests
|
221,743
|
|
|
—
|
|
|
5,082
|
|
|
—
|
|
|
—
|
|
|
5,082
|
|
|
(5,995
|
)
|
|
(913
|
)
|
|||||||
Shares issued as payment of deferred consideration
|
480,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Adjustments for noncontrolling interests
|
—
|
|
|
—
|
|
|
2,789
|
|
|
—
|
|
|
—
|
|
|
2,789
|
|
|
(2,802
|
)
|
|
(13
|
)
|
|||||||
Noncash dividend
|
—
|
|
|
—
|
|
|
(22,385
|
)
|
|
—
|
|
|
—
|
|
|
(22,385
|
)
|
|
22,385
|
|
|
—
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,752
|
)
|
|
(89,752
|
)
|
|
(3,123
|
)
|
|
(92,875
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
19,452
|
|
|
—
|
|
|
19,452
|
|
|
27
|
|
|
19,479
|
|
|||||||
Balances at September 30, 2017
|
120,624,346
|
|
|
$
|
—
|
|
|
$
|
1,370,917
|
|
|
$
|
(16,750
|
)
|
|
$
|
(820,554
|
)
|
|
$
|
533,613
|
|
|
$
|
19,566
|
|
|
$
|
553,179
|
|
|
Nine Months Ended
September 30, |
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(92,875
|
)
|
|
$
|
(145,362
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
22,881
|
|
|
17,657
|
|
||
Loss on disposal of property, plant and equipment
|
1,311
|
|
|
297
|
|
||
Unrealized and realized (appreciation) depreciation on equity securities and preferred stock
|
(9,240
|
)
|
|
45,388
|
|
||
Noncash dividend income
|
(12,303
|
)
|
|
(3,676
|
)
|
||
Amortization of premiums on investments
|
411
|
|
|
862
|
|
||
Equity in net loss of affiliates
|
11,273
|
|
|
16,951
|
|
||
Stock-based compensation expense
|
31,949
|
|
|
30,631
|
|
||
Shares issued as payment for services
|
8,440
|
|
|
8,284
|
|
||
Provision for bad debts
|
1,093
|
|
|
1,609
|
|
||
Deferred income taxes
|
(2,294
|
)
|
|
(2,967
|
)
|
||
Other noncash items
|
(1,848
|
)
|
|
1,259
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
—
|
|
|
(6,987
|
)
|
||
Receivables:
|
|
|
|
||||
Trade
|
2,491
|
|
|
2,118
|
|
||
Related parties
|
(1,073
|
)
|
|
7,438
|
|
||
Notes
|
—
|
|
|
(42
|
)
|
||
Other
|
537
|
|
|
381
|
|
||
Inventory
|
3,418
|
|
|
4,683
|
|
||
Prepaid expenses and other
|
(516
|
)
|
|
(985
|
)
|
||
Other assets
|
(1,036
|
)
|
|
2,134
|
|
||
Accounts payable
|
(3,756
|
)
|
|
2,901
|
|
||
Accrued compensation and benefits
|
3,291
|
|
|
(8,001
|
)
|
||
Other accrued liabilities
|
1,554
|
|
|
7,771
|
|
||
Deferred revenue
|
(35,281
|
)
|
|
(14,099
|
)
|
||
Deferred consideration
|
(313
|
)
|
|
(630
|
)
|
||
Related party payables
|
356
|
|
|
479
|
|
||
Other long term liabilities
|
1,271
|
|
|
126
|
|
||
Net cash used in operating activities
|
(70,259
|
)
|
|
(31,780
|
)
|
|
Nine Months Ended
September 30, |
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Cash flows from investing activities
|
|
|
|
||||
Purchases of investments
|
—
|
|
|
(75,246
|
)
|
||
Maturities of investments
|
136,300
|
|
|
71,987
|
|
||
Purchases of equity securities, preferred stock and warrants
|
(1,161
|
)
|
|
(2,308
|
)
|
||
Proceeds from sales of equity securities
|
235
|
|
|
—
|
|
||
Cash acquired in a business combination
|
2,054
|
|
|
—
|
|
||
Investments in affiliates
|
(10,639
|
)
|
|
(9,415
|
)
|
||
Cash paid in asset acquisition
|
(14,219
|
)
|
|
(7,244
|
)
|
||
Purchases of property, plant and equipment
|
(32,675
|
)
|
|
(20,197
|
)
|
||
Proceeds from sale of property, plant and equipment
|
1,423
|
|
|
243
|
|
||
Issuance of note receivable
|
(2,400
|
)
|
|
(2,964
|
)
|
||
Proceeds from repayment of note receivable
|
1,500
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
80,418
|
|
|
(45,144
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Acquisitions of noncontrolling interests
|
(913
|
)
|
|
—
|
|
||
Advances from lines of credit
|
4,563
|
|
|
2,308
|
|
||
Repayments of advances from lines of credit
|
(5,149
|
)
|
|
(2,320
|
)
|
||
Proceeds from long term debt
|
285
|
|
|
547
|
|
||
Payments of long term debt
|
(385
|
)
|
|
(848
|
)
|
||
Payments of deferred consideration for acquisitions
|
(8,678
|
)
|
|
(6,705
|
)
|
||
Proceeds from stock option exercises
|
867
|
|
|
18,180
|
|
||
Payment of stock issuance costs
|
(10
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(9,420
|
)
|
|
11,162
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
870
|
|
|
(313
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
1,609
|
|
|
(66,075
|
)
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
62,607
|
|
|
135,782
|
|
||
End of period
|
$
|
64,216
|
|
|
$
|
69,707
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
534
|
|
|
$
|
875
|
|
Cash paid during the period for income taxes
|
497
|
|
|
—
|
|
||
Significant noncash financing and investing activities
|
|
|
|
||||
Stock received as consideration for collaboration agreements
|
$
|
—
|
|
|
$
|
18,766
|
|
Preferred stock received as consideration for collaboration amendments
|
—
|
|
|
120,000
|
|
||
Stock and warrants issued in business combinations
|
16,997
|
|
|
—
|
|
||
Stock issued to acquire noncontrolling interest
|
5,082
|
|
|
—
|
|
||
Stock issued in asset acquisition
|
—
|
|
|
4,401
|
|
||
Contingent consideration assumed in asset acquisition
|
—
|
|
|
3,660
|
|
||
Noncash dividend to shareholders
|
22,385
|
|
|
—
|
|
||
Purchases of equipment included in accounts payable and other accrued liabilities
|
2,137
|
|
|
926
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Current assets
|
$
|
68,021
|
|
|
$
|
77,761
|
|
Non-current assets
|
12,856
|
|
|
11,040
|
|
||
Total assets
|
80,877
|
|
|
88,801
|
|
||
Current liabilities
|
9,032
|
|
|
11,588
|
|
||
Non-current liabilities
|
2,400
|
|
|
—
|
|
||
Total liabilities
|
11,432
|
|
|
11,588
|
|
||
Net assets
|
$
|
69,445
|
|
|
$
|
77,213
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
58
|
|
|
$
|
65
|
|
|
$
|
175
|
|
|
$
|
394
|
|
Operating expenses
|
9,693
|
|
|
18,363
|
|
|
33,128
|
|
|
50,406
|
|
||||
Operating loss
|
(9,635
|
)
|
|
(18,298
|
)
|
|
(32,953
|
)
|
|
(50,012
|
)
|
||||
Other
|
(145
|
)
|
|
75
|
|
|
37
|
|
|
1,502
|
|
||||
Net loss
|
$
|
(9,780
|
)
|
|
$
|
(18,223
|
)
|
|
$
|
(32,916
|
)
|
|
$
|
(48,510
|
)
|
Common shares
|
$
|
15,616
|
|
Warrants
|
1,381
|
|
|
Contingent consideration
|
585
|
|
|
|
$
|
17,582
|
|
Cash and cash equivalents
|
$
|
2,054
|
|
Short term investments
|
542
|
|
|
Trade receivables
|
75
|
|
|
Other receivables
|
97
|
|
|
Prepaid expenses and other
|
227
|
|
|
Property and equipment
|
250
|
|
|
Intangible assets
|
14,000
|
|
|
Other non-current assets
|
58
|
|
|
Total assets acquired
|
17,303
|
|
|
Accounts payable
|
2,158
|
|
|
Accrued compensation and benefits
|
1,226
|
|
|
Other accrued expenses
|
856
|
|
|
Other long term liabilities
|
92
|
|
|
Deferred tax liabilities
|
239
|
|
|
Total liabilities assumed
|
4,571
|
|
|
Net assets acquired
|
12,732
|
|
|
Goodwill
|
4,850
|
|
|
Total consideration
|
$
|
17,582
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2016
|
|
2017
|
|
2016
|
||||||
|
Pro forma
|
||||||||||
Revenues
|
$
|
49,158
|
|
|
$
|
154,185
|
|
|
$
|
145,413
|
|
Loss before income taxes
|
(31,954
|
)
|
|
(102,305
|
)
|
|
(153,868
|
)
|
|||
Net loss
|
(31,536
|
)
|
|
(100,330
|
)
|
|
(150,389
|
)
|
|||
Net loss attributable to the noncontrolling interests
|
1,029
|
|
|
3,123
|
|
|
2,887
|
|
|||
Net loss attributable to Intrexon
|
(30,507
|
)
|
|
(97,207
|
)
|
|
(147,502
|
)
|
|
Three Months Ended September 30, 2017
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
4,843
|
|
|
$
|
5,530
|
|
|
$
|
10,373
|
|
Oragenics, Inc.
|
262
|
|
|
213
|
|
|
475
|
|
|||
Fibrocell Science, Inc.
|
604
|
|
|
1,079
|
|
|
1,683
|
|
|||
Genopaver, LLC
|
68
|
|
|
1,354
|
|
|
1,422
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
376
|
|
|
376
|
|
|||
OvaXon, LLC
|
—
|
|
|
262
|
|
|
262
|
|
|||
Intrexon Energy Partners, LLC
|
625
|
|
|
1,278
|
|
|
1,903
|
|
|||
Persea Bio, LLC
|
125
|
|
|
141
|
|
|
266
|
|
|||
Ares Trading S.A.
|
1,597
|
|
|
759
|
|
|
2,356
|
|
|||
Intrexon Energy Partners II, LLC
|
500
|
|
|
316
|
|
|
816
|
|
|||
Intrexon T1D Partners, LLC
|
287
|
|
|
1,175
|
|
|
1,462
|
|
|||
Harvest start-up entities (1)
|
616
|
|
|
3,404
|
|
|
4,020
|
|
|||
Other
|
979
|
|
|
1,762
|
|
|
2,741
|
|
|||
Total
|
$
|
10,506
|
|
|
$
|
17,649
|
|
|
$
|
28,155
|
|
(1)
|
For the
three months ended September 30, 2017
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc.; AD Skincare, Inc.; Genten Therapeutics, Inc.; and CRS Bio, Inc.
|
|
Three Months Ended September 30, 2016
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
4,843
|
|
|
$
|
5,586
|
|
|
$
|
10,429
|
|
Oragenics, Inc.
|
262
|
|
|
294
|
|
|
556
|
|
|||
Fibrocell Science, Inc.
|
604
|
|
|
563
|
|
|
1,167
|
|
|||
Genopaver, LLC
|
68
|
|
|
1,625
|
|
|
1,693
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
2,782
|
|
|
2,782
|
|
|||
OvaXon, LLC
|
—
|
|
|
709
|
|
|
709
|
|
|||
Intrexon Energy Partners, LLC
|
625
|
|
|
4,230
|
|
|
4,855
|
|
|||
Persea Bio, LLC
|
125
|
|
|
208
|
|
|
333
|
|
|||
Ares Trading S.A.
|
1,597
|
|
|
719
|
|
|
2,316
|
|
|||
Intrexon Energy Partners II, LLC
|
500
|
|
|
372
|
|
|
872
|
|
|||
Intrexon T1D Partners, LLC
|
276
|
|
|
511
|
|
|
787
|
|
|||
Harvest start-up entities (1)
|
425
|
|
|
868
|
|
|
1,293
|
|
|||
Other
|
895
|
|
|
1,903
|
|
|
2,798
|
|
|||
Total
|
$
|
10,220
|
|
|
$
|
20,370
|
|
|
$
|
30,590
|
|
(1)
|
For the
three months ended September 30, 2016
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc.; and AD Skincare, Inc.
|
|
Nine Months Ended September 30, 2017
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
14,527
|
|
|
$
|
16,795
|
|
|
$
|
31,322
|
|
Oragenics, Inc.
|
786
|
|
|
733
|
|
|
1,519
|
|
|||
Fibrocell Science, Inc.
|
1,814
|
|
|
3,561
|
|
|
5,375
|
|
|||
Genopaver, LLC
|
205
|
|
|
4,410
|
|
|
4,615
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
751
|
|
|
751
|
|
|||
OvaXon, LLC
|
—
|
|
|
1,966
|
|
|
1,966
|
|
|||
Intrexon Energy Partners, LLC
|
1,875
|
|
|
7,034
|
|
|
8,909
|
|
|||
Persea Bio, LLC
|
375
|
|
|
446
|
|
|
821
|
|
|||
Ares Trading S.A.
|
4,791
|
|
|
3,683
|
|
|
8,474
|
|
|||
Intrexon Energy Partners II, LLC
|
1,500
|
|
|
1,421
|
|
|
2,921
|
|
|||
Intrexon T1D Partners, LLC
|
823
|
|
|
3,059
|
|
|
3,882
|
|
|||
Harvest start-up entities (1)
|
1,823
|
|
|
10,012
|
|
|
11,835
|
|
|||
Other
|
3,735
|
|
|
3,259
|
|
|
6,994
|
|
|||
Total
|
$
|
32,254
|
|
|
$
|
57,130
|
|
|
$
|
89,384
|
|
(1)
|
For the
nine months ended September 30, 2017
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc.; AD Skincare, Inc.; Genten Therapeutics, Inc.; and CRS Bio, Inc.
|
|
Nine Months Ended September 30, 2016
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
6,687
|
|
|
$
|
17,693
|
|
|
$
|
24,380
|
|
Oragenics, Inc.
|
786
|
|
|
1,083
|
|
|
1,869
|
|
|||
Fibrocell Science, Inc.
|
1,814
|
|
|
2,604
|
|
|
4,418
|
|
|||
Genopaver, LLC
|
205
|
|
|
4,703
|
|
|
4,908
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
6,326
|
|
|
6,326
|
|
|||
OvaXon, LLC
|
—
|
|
|
2,211
|
|
|
2,211
|
|
|||
Intrexon Energy Partners, LLC
|
1,875
|
|
|
11,180
|
|
|
13,055
|
|
|||
Persea Bio, LLC
|
375
|
|
|
613
|
|
|
988
|
|
|||
Ares Trading S.A.
|
4,791
|
|
|
2,148
|
|
|
6,939
|
|
|||
Intrexon Energy Partners II, LLC
|
1,500
|
|
|
816
|
|
|
2,316
|
|
|||
Intrexon T1D Partners, LLC
|
554
|
|
|
543
|
|
|
1,097
|
|
|||
Harvest start-up entities (1)
|
776
|
|
|
1,890
|
|
|
2,666
|
|
|||
Other
|
4,684
|
|
|
6,287
|
|
|
10,971
|
|
|||
Total
|
$
|
24,047
|
|
|
$
|
58,097
|
|
|
$
|
82,144
|
|
(1)
|
For the
nine months ended September 30, 2016
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc.; and AD Skincare, Inc.
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Upfront and milestone payments
|
$
|
269,649
|
|
|
$
|
297,867
|
|
Prepaid research and development services
|
1,718
|
|
|
6,015
|
|
||
Prepaid product and service revenues
|
4,869
|
|
|
5,554
|
|
||
Other
|
51
|
|
|
706
|
|
||
Total
|
$
|
276,287
|
|
|
$
|
310,142
|
|
Current portion of deferred revenue
|
$
|
48,289
|
|
|
$
|
53,364
|
|
Long-term portion of deferred revenue
|
227,998
|
|
|
256,778
|
|
||
Total
|
$
|
276,287
|
|
|
$
|
310,142
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
ZIOPHARM Oncology, Inc.
|
$
|
124,282
|
|
|
$
|
138,809
|
|
Oragenics, Inc.
|
6,980
|
|
|
7,766
|
|
||
Fibrocell Science, Inc.
|
17,212
|
|
|
19,026
|
|
||
Genopaver, LLC
|
1,772
|
|
|
1,977
|
|
||
Intrexon Energy Partners, LLC
|
16,250
|
|
|
18,125
|
|
||
Persea Bio, LLC
|
3,625
|
|
|
4,000
|
|
||
Ares Trading S.A.
|
42,387
|
|
|
47,178
|
|
||
Intrexon Energy Partners II, LLC
|
14,333
|
|
|
15,833
|
|
||
Intrexon T1D Partners, LLC
|
8,628
|
|
|
8,653
|
|
||
Harvest start-up entities (1)
|
18,953
|
|
|
20,208
|
|
||
Other
|
15,227
|
|
|
16,292
|
|
||
Total
|
$
|
269,649
|
|
|
$
|
297,867
|
|
(1)
|
As of
September 30, 2017
and
December 31, 2016
, the balance of deferred revenue for collaborations with Harvest start-up entities includes Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc.; AD Skincare, Inc.; Genten Therapeutics, Inc.; and CRS Bio, Inc.
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Aggregate
Fair Value
|
||||||||
U.S. government debt securities
|
$
|
44,000
|
|
|
$
|
2
|
|
|
$
|
(17
|
)
|
|
$
|
43,985
|
|
Corporate notes and bonds
|
242
|
|
|
—
|
|
|
—
|
|
|
242
|
|
||||
Certificates of deposit
|
275
|
|
|
—
|
|
|
—
|
|
|
275
|
|
||||
Total
|
$
|
44,517
|
|
|
$
|
2
|
|
|
$
|
(17
|
)
|
|
$
|
44,502
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Aggregate
Fair Value
|
||||||||
U.S. government debt securities
|
$
|
180,412
|
|
|
$
|
5
|
|
|
$
|
(94
|
)
|
|
$
|
180,323
|
|
Certificates of deposit
|
272
|
|
|
—
|
|
|
—
|
|
|
272
|
|
||||
Total
|
$
|
180,684
|
|
|
$
|
5
|
|
|
$
|
(94
|
)
|
|
$
|
180,595
|
|
|
Nine Months Ended
September 30, 2017 |
||
Beginning balance
|
$
|
129,545
|
|
Purchase of preferred stock
|
766
|
|
|
Dividend income from investments in preferred stock
|
12,303
|
|
|
Unrealized appreciation in the fair value of the investments in preferred stock
|
5,885
|
|
|
Ending balance
|
$
|
148,499
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
September 30,
2017 |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
$
|
—
|
|
|
$
|
43,985
|
|
|
$
|
—
|
|
|
$
|
43,985
|
|
Equity securities
|
19,830
|
|
|
6,812
|
|
|
—
|
|
|
26,642
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
|
148,499
|
|
|
148,499
|
|
||||
Other
|
—
|
|
|
7,089
|
|
|
—
|
|
|
7,089
|
|
||||
Total
|
$
|
19,830
|
|
|
$
|
57,886
|
|
|
$
|
148,499
|
|
|
$
|
226,215
|
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
December 31,
2016 |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
$
|
—
|
|
|
$
|
180,323
|
|
|
$
|
—
|
|
|
$
|
180,323
|
|
Equity securities
|
15,544
|
|
|
7,978
|
|
|
—
|
|
|
23,522
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
|
129,545
|
|
|
129,545
|
|
||||
Other
|
—
|
|
|
1,917
|
|
|
—
|
|
|
1,917
|
|
||||
Total
|
$
|
15,544
|
|
|
$
|
190,218
|
|
|
$
|
129,545
|
|
|
$
|
335,307
|
|
|
Nine Months Ended
September 30, 2017 |
||
Beginning balance
|
$
|
2,081
|
|
Acquisition date fair value of contingent consideration liability (Note 3)
|
585
|
|
|
Change in fair value of contingent consideration recognized in selling, general and administrative expenses
|
245
|
|
|
Ending balance
|
$
|
2,911
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Supplies, embryos and other production materials
|
$
|
2,185
|
|
|
$
|
1,835
|
|
Work in process
|
4,618
|
|
|
5,466
|
|
||
Livestock
|
8,738
|
|
|
11,752
|
|
||
Feed
|
2,189
|
|
|
2,086
|
|
||
Total inventory
|
$
|
17,730
|
|
|
$
|
21,139
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Land and land improvements
|
$
|
11,642
|
|
|
$
|
10,904
|
|
Buildings and building improvements
|
15,216
|
|
|
8,123
|
|
||
Furniture and fixtures
|
2,220
|
|
|
2,176
|
|
||
Equipment
|
58,851
|
|
|
44,392
|
|
||
Leasehold improvements
|
22,974
|
|
|
15,105
|
|
||
Breeding stock
|
3,822
|
|
|
3,893
|
|
||
Computer hardware and software
|
9,817
|
|
|
6,844
|
|
||
Trees
|
5,719
|
|
|
2,772
|
|
||
Construction and other assets in progress
|
15,138
|
|
|
4,513
|
|
||
|
145,399
|
|
|
98,722
|
|
||
Less: Accumulated depreciation and amortization
|
(42,523
|
)
|
|
(34,050
|
)
|
||
Property, plant and equipment, net
|
$
|
102,876
|
|
|
$
|
64,672
|
|
Balance at December 31, 2016
|
$
|
157,175
|
|
Acquisitions
|
4,850
|
|
|
Foreign currency translation adjustments
|
4,796
|
|
|
Balance at September 30, 2017
|
$
|
166,821
|
|
|
Weighted Average Useful Life (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Patents, developed technologies and know-how
|
15.7
|
|
$
|
266,697
|
|
|
$
|
(43,465
|
)
|
|
$
|
223,232
|
|
Customer relationships
|
6.5
|
|
10,700
|
|
|
(6,033
|
)
|
|
4,667
|
|
|||
Trademarks
|
9.3
|
|
6,800
|
|
|
(2,373
|
)
|
|
4,427
|
|
|||
In-process research and development
|
|
|
8,571
|
|
|
—
|
|
|
8,571
|
|
|||
Total
|
|
|
$
|
292,768
|
|
|
$
|
(51,871
|
)
|
|
$
|
240,897
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Patents, developed technologies and know-how
|
$
|
236,401
|
|
|
$
|
(29,748
|
)
|
|
$
|
206,653
|
|
Customer relationships
|
10,700
|
|
|
(4,672
|
)
|
|
6,028
|
|
|||
Trademarks
|
6,800
|
|
|
(1,792
|
)
|
|
5,008
|
|
|||
Covenant not to compete
|
370
|
|
|
(339
|
)
|
|
31
|
|
|||
In-process research and development
|
7,895
|
|
|
—
|
|
|
7,895
|
|
|||
Total
|
$
|
262,166
|
|
|
$
|
(36,551
|
)
|
|
$
|
225,615
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Notes payable
|
$
|
5,122
|
|
|
$
|
5,453
|
|
Royalty-based financing
|
2,108
|
|
|
1,896
|
|
||
Other
|
882
|
|
|
599
|
|
||
Long term debt
|
8,112
|
|
|
7,948
|
|
||
Less current portion
|
439
|
|
|
386
|
|
||
Long term debt, less current portion
|
$
|
7,673
|
|
|
$
|
7,562
|
|
2017
|
$
|
107
|
|
2018
|
462
|
|
|
2019
|
400
|
|
|
2020
|
371
|
|
|
2021
|
834
|
|
|
2022
|
360
|
|
|
Thereafter
|
3,470
|
|
|
Total
|
$
|
6,004
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Unrealized loss on investments
|
$
|
(15
|
)
|
|
$
|
(89
|
)
|
Loss on foreign currency translation adjustments
|
(16,735
|
)
|
|
(36,113
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(16,750
|
)
|
|
$
|
(36,202
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of products
|
$
|
30
|
|
|
$
|
21
|
|
|
$
|
86
|
|
|
$
|
61
|
|
Cost of services
|
82
|
|
|
68
|
|
|
242
|
|
|
206
|
|
||||
Research and development
|
2,383
|
|
|
2,236
|
|
|
7,018
|
|
|
6,979
|
|
||||
Selling, general and administrative
|
9,562
|
|
|
8,467
|
|
|
24,603
|
|
|
23,385
|
|
||||
Total
|
$
|
12,057
|
|
|
$
|
10,792
|
|
|
$
|
31,949
|
|
|
$
|
30,631
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|||
Balances at December 31, 2016
|
11,640,383
|
|
|
$
|
31.25
|
|
|
8.21
|
Granted
|
3,880,950
|
|
|
21.51
|
|
|
|
|
Adjustment due to dividend (Note 14)
|
46,766
|
|
|
31.11
|
|
|
|
|
Exercised
|
(109,971
|
)
|
|
(7.63
|
)
|
|
|
|
Forfeited
|
(2,610,431
|
)
|
|
(29.93
|
)
|
|
|
|
Expired
|
(205,927
|
)
|
|
(33.17
|
)
|
|
|
|
Balances at September 30, 2017
|
12,641,770
|
|
|
28.59
|
|
|
7.86
|
|
Exercisable at September 30, 2017
|
5,313,100
|
|
|
29.85
|
|
|
6.77
|
2017
|
$
|
1,252
|
|
2018
|
8,083
|
|
|
2019
|
8,042
|
|
|
2020
|
8,063
|
|
|
2021
|
7,132
|
|
|
2022
|
6,085
|
|
|
Thereafter
|
25,695
|
|
|
Total
|
$
|
64,352
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Historical net loss per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Intrexon
|
$
|
(39,689
|
)
|
|
$
|
(28,982
|
)
|
|
$
|
(89,752
|
)
|
|
$
|
(142,475
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding, basic and diluted
|
120,518,885
|
|
|
118,346,782
|
|
|
119,741,291
|
|
|
117,785,160
|
|
||||
Net loss attributable to Intrexon per share, basic and diluted
|
$
|
(0.33
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(1.21
|
)
|
•
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Expansion or improvement of our platform technologies
|
$
|
3,652
|
|
|
$
|
3,014
|
|
|
$
|
10,476
|
|
|
$
|
8,881
|
|
Specific applications of our technologies in support of current and prospective collaborators and licensees
|
19,363
|
|
|
17,004
|
|
|
56,369
|
|
|
47,171
|
|
||||
Expansion or improvement of our product and service offerings
|
6,917
|
|
|
4,245
|
|
|
20,030
|
|
|
13,012
|
|
||||
Other
|
6,540
|
|
|
4,772
|
|
|
17,788
|
|
|
14,202
|
|
||||
Total research and development expenses
|
$
|
36,472
|
|
|
$
|
29,035
|
|
|
$
|
104,663
|
|
|
$
|
83,266
|
|
|
Three Months Ended
September 30, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Collaboration and licensing revenues
|
$
|
28,155
|
|
|
$
|
30,590
|
|
|
$
|
(2,435
|
)
|
|
(8.0
|
)%
|
Product revenues
|
7,670
|
|
|
9,260
|
|
|
(1,590
|
)
|
|
(17.2
|
)%
|
|||
Service revenues
|
9,975
|
|
|
8,706
|
|
|
1,269
|
|
|
14.6
|
%
|
|||
Other revenues
|
216
|
|
|
429
|
|
|
(213
|
)
|
|
(49.7
|
)%
|
|||
Total revenues
|
46,016
|
|
|
48,985
|
|
|
(2,969
|
)
|
|
(6.1
|
)%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||
Cost of products
|
8,001
|
|
|
9,156
|
|
|
(1,155
|
)
|
|
(12.6
|
)%
|
|||
Cost of services
|
7,013
|
|
|
5,803
|
|
|
1,210
|
|
|
20.9
|
%
|
|||
Research and development
|
36,472
|
|
|
29,035
|
|
|
7,437
|
|
|
25.6
|
%
|
|||
Selling, general and administrative
|
39,277
|
|
|
33,812
|
|
|
5,465
|
|
|
16.2
|
%
|
|||
Total operating expenses
|
90,763
|
|
|
77,806
|
|
|
12,957
|
|
|
16.7
|
%
|
|||
Operating loss
|
(44,747
|
)
|
|
(28,821
|
)
|
|
(15,926
|
)
|
|
55.3
|
%
|
|||
Total other income, net
|
6,086
|
|
|
4,647
|
|
|
1,439
|
|
|
31.0
|
%
|
|||
Equity in loss of affiliates
|
(2,993
|
)
|
|
(6,255
|
)
|
|
3,262
|
|
|
(52.2
|
)%
|
|||
Loss before income taxes
|
(41,654
|
)
|
|
(30,429
|
)
|
|
(11,225
|
)
|
|
36.9
|
%
|
|||
Income tax benefit
|
818
|
|
|
418
|
|
|
400
|
|
|
95.7
|
%
|
|||
Net loss
|
(40,836
|
)
|
|
(30,011
|
)
|
|
(10,825
|
)
|
|
36.1
|
%
|
|||
Net loss attributable to noncontrolling interests
|
1,147
|
|
|
1,029
|
|
|
118
|
|
|
11.5
|
%
|
|||
Net loss attributable to Intrexon
|
$
|
(39,689
|
)
|
|
$
|
(28,982
|
)
|
|
$
|
(10,707
|
)
|
|
36.9
|
%
|
|
Three Months Ended
September 30, |
|
Dollar
Change |
||||||||
|
2017
|
|
2016
|
|
|||||||
|
(In thousands)
|
||||||||||
ZIOPHARM Oncology, Inc.
|
$
|
10,373
|
|
|
$
|
10,429
|
|
|
$
|
(56
|
)
|
Oragenics, Inc.
|
475
|
|
|
556
|
|
|
(81
|
)
|
|||
Fibrocell Science, Inc.
|
1,683
|
|
|
1,167
|
|
|
516
|
|
|||
Genopaver, LLC
|
1,422
|
|
|
1,693
|
|
|
(271
|
)
|
|||
S & I Ophthalmic, LLC
|
376
|
|
|
2,782
|
|
|
(2,406
|
)
|
|||
OvaXon, LLC
|
262
|
|
|
709
|
|
|
(447
|
)
|
|||
Intrexon Energy Partners, LLC
|
1,903
|
|
|
4,855
|
|
|
(2,952
|
)
|
|||
Persea Bio, LLC
|
266
|
|
|
333
|
|
|
(67
|
)
|
|||
Ares Trading S.A.
|
2,356
|
|
|
2,316
|
|
|
40
|
|
|||
Intrexon Energy Partners II, LLC
|
816
|
|
|
872
|
|
|
(56
|
)
|
|||
Intrexon T1D Partners, LLC
|
1,462
|
|
|
787
|
|
|
675
|
|
|||
Harvest Start-up Entities (1)
|
4,020
|
|
|
1,293
|
|
|
2,727
|
|
|||
Other
|
2,741
|
|
|
2,798
|
|
|
(57
|
)
|
|||
Total
|
$
|
28,155
|
|
|
$
|
30,590
|
|
|
$
|
(2,435
|
)
|
(1)
|
For the
three months ended September 30, 2017
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc.; AD Skincare, Inc.; Genten Therapeutics, Inc.; and CRS Bio, Inc. For the
three months ended September 30, 2016
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc.; and AD Skincare Inc.
|
|
Nine Months Ended
September 30, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Collaboration and licensing revenues
|
$
|
89,384
|
|
|
$
|
82,144
|
|
|
$
|
7,240
|
|
|
8.8
|
%
|
Product revenues
|
25,780
|
|
|
28,699
|
|
|
(2,919
|
)
|
|
(10.2
|
)%
|
|||
Service revenues
|
37,890
|
|
|
33,298
|
|
|
4,592
|
|
|
13.8
|
%
|
|||
Other revenues
|
899
|
|
|
783
|
|
|
116
|
|
|
14.8
|
%
|
|||
Total revenues
|
153,953
|
|
|
144,924
|
|
|
9,029
|
|
|
6.2
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|||||||
Cost of products
|
25,625
|
|
|
29,471
|
|
|
(3,846
|
)
|
|
(13.1
|
)%
|
|||
Cost of services
|
21,805
|
|
|
17,807
|
|
|
3,998
|
|
|
22.5
|
%
|
|||
Research and development
|
104,663
|
|
|
83,266
|
|
|
21,397
|
|
|
25.7
|
%
|
|||
Selling, general and administrative
|
113,258
|
|
|
106,956
|
|
|
6,302
|
|
|
5.9
|
%
|
|||
Total operating expenses
|
265,351
|
|
|
237,500
|
|
|
27,851
|
|
|
11.7
|
%
|
|||
Operating loss
|
(111,398
|
)
|
|
(92,576
|
)
|
|
(18,822
|
)
|
|
20.3
|
%
|
|||
Total other income (expense), net
|
27,632
|
|
|
(39,125
|
)
|
|
66,757
|
|
|
170.6
|
%
|
|||
Equity in loss of affiliates
|
(11,273
|
)
|
|
(16,951
|
)
|
|
5,678
|
|
|
(33.5
|
)%
|
|||
Loss before income taxes
|
(95,039
|
)
|
|
(148,652
|
)
|
|
53,613
|
|
|
(36.1
|
)%
|
|||
Income tax benefit
|
2,164
|
|
|
3,290
|
|
|
(1,126
|
)
|
|
(34.2
|
)%
|
|||
Net loss
|
(92,875
|
)
|
|
(145,362
|
)
|
|
52,487
|
|
|
(36.1
|
)%
|
|||
Net loss attributable to noncontrolling interests
|
3,123
|
|
|
2,887
|
|
|
236
|
|
|
8.2
|
%
|
|||
Net loss attributable to Intrexon
|
$
|
(89,752
|
)
|
|
$
|
(142,475
|
)
|
|
$
|
52,723
|
|
|
(37.0
|
)%
|
|
Nine Months Ended
September 30, |
|
Dollar
Change |
||||||||
|
2017
|
|
2016
|
|
|||||||
|
(In thousands)
|
||||||||||
ZIOPHARM Oncology, Inc.
|
$
|
31,322
|
|
|
$
|
24,380
|
|
|
$
|
6,942
|
|
Oragenics, Inc.
|
1,519
|
|
|
1,869
|
|
|
(350
|
)
|
|||
Fibrocell Science, Inc.
|
5,375
|
|
|
4,418
|
|
|
957
|
|
|||
Genopaver, LLC
|
4,615
|
|
|
4,908
|
|
|
(293
|
)
|
|||
S & I Ophthalmic, LLC
|
751
|
|
|
6,326
|
|
|
(5,575
|
)
|
|||
OvaXon, LLC
|
1,966
|
|
|
2,211
|
|
|
(245
|
)
|
|||
Intrexon Energy Partners, LLC
|
8,909
|
|
|
13,055
|
|
|
(4,146
|
)
|
|||
Persea Bio, LLC
|
821
|
|
|
988
|
|
|
(167
|
)
|
|||
Ares Trading S.A.
|
8,474
|
|
|
6,939
|
|
|
1,535
|
|
|||
Intrexon Energy Partners II, LLC
|
2,921
|
|
|
2,316
|
|
|
605
|
|
|||
Intrexon T1D Partners, LLC
|
3,882
|
|
|
1,097
|
|
|
2,785
|
|
|||
Harvest Start-up Entities (1)
|
11,835
|
|
|
2,666
|
|
|
9,169
|
|
|||
Other
|
6,994
|
|
|
10,971
|
|
|
(3,977
|
)
|
|||
Total
|
$
|
89,384
|
|
|
$
|
82,144
|
|
|
$
|
7,240
|
|
(1)
|
For the
nine months ended September 30, 2017
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc.; AD Skincare, Inc.; Genten Therapeutics, Inc.; and CRS Bio, Inc. For the
nine months ended September 30, 2016
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; Relieve Genetics, Inc; and AD Skincare, Inc.
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(70,259
|
)
|
|
$
|
(31,780
|
)
|
Investing activities
|
80,418
|
|
|
(45,144
|
)
|
||
Financing activities
|
(9,420
|
)
|
|
11,162
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
870
|
|
|
(313
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
1,609
|
|
|
$
|
(66,075
|
)
|
•
|
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 and service 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 JVs;
|
•
|
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
|
$
|
64,352
|
|
|
$
|
7,314
|
|
|
$
|
16,131
|
|
|
$
|
13,699
|
|
|
$
|
27,208
|
|
Purchase commitments
|
10,618
|
|
|
3,373
|
|
|
7,245
|
|
|
—
|
|
|
—
|
|
|||||
Long term debt
|
6,004
|
|
|
434
|
|
|
816
|
|
|
1,194
|
|
|
3,560
|
|
|||||
Contingent consideration
|
2,911
|
|
|
—
|
|
|
2,911
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
83,885
|
|
|
$
|
11,121
|
|
|
$
|
27,103
|
|
|
$
|
14,893
|
|
|
$
|
30,768
|
|
•
|
the issuance of 118,828 unregistered shares of our common stock in July, August, and September 2017, as payment under the Services Agreement entered into and effective as of November 1, 2015, as amended, by and between us and Third Security as previously discussed in our Current Report on Form 8-K filed on October 30, 2015; November 3, 2016; and December 30, 2016. We issued these shares of common stock in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act.
|
Exhibit
No.
|
|
Description
|
3.1*
|
|
Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Intrexon Corporation's Current Report on Form 8-K filed on August 15, 2013 with the Securities and Exchange Commission).
|
|
|
|
3.2**
|
|
|
|
|
|
10.1*†
|
|
Amendment to the Intrexon Corporation 2013 Amended and Restated Omnibus Incentive Plan, effective as of June 28, 2017
(incorporated by reference to Exhibit 10.1 to Intrexon Corporation's Current Report on Form 8-K filed on June 30, 2017 with the Securities and Exchange Commission).
|
|
|
|
10.2*
|
|
Preferred Stock Equity Facility Agreement, dated October 16, 2017, by and between Kapital Joe, LLC and Intrexon Corporation
(incorporated by reference to Exhibit 10.1 to Intrexon Corporation's Current Report on Form 8-K filed on October 16, 2017 with the Securities and Exchange Commission).
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
101.0
|
|
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2017, 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 September 30, 2017 and December 31, 2016, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016, (iii) the Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2017 and 2016, (iv) the Consolidated Statements of Shareholders' and Total Equity for the nine months ended September 31, 2017, (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016, and (vi) the Notes to Consolidated Financial Statements.
|
**
|
Furnished herewith.
|
†
|
Indicates management contract or compensatory plan.
|
|
|
Intrexon Corporation
|
||
|
|
(Registrant)
|
||
|
|
|
||
Date: November 9, 2017
|
|
By:
|
|
/s/ Rick L. Sterling
|
|
|
|
|
Rick L. Sterling
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
Dated: November 6, 2017
|
INTREXON CORPORATION
|
|
|
By:
|
/s/ DONALD P. LEHR
|
|
|
Donald P. Lehr
|
|
|
Chief Legal 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
September 30, 2017
(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
September 30, 2017
(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)
|