|
☒
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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
|
|
Virginia
|
|
26-0084895
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
|
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|
|
20374 Seneca Meadows Parkway
|
|
|
|
|
Germantown,
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Maryland
|
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20876
|
|
(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
|
Trading Symbol(s)
|
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Name of each exchange on which registered
|
Common Stock, no par value
|
|
XON
|
|
Nasdaq Global Select Market
|
Large accelerated filer
|
|
☒
|
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Accelerated filer
|
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☐
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|
|||
Non-accelerated filer
|
|
☐
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Smaller reporting company
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☐
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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
|
1.
|
||
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||
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||
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||
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||
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|
||
2.
|
||
3.
|
||
4.
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||
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||
1.
|
||
1A.
|
||
2.
|
||
3.
|
||
4.
|
||
5.
|
||
6.
|
||
|
•
|
our strategy and overall approach to our business model;
|
•
|
our efforts to realign our business;
|
•
|
our efforts to hold or generate significant operating capital, including through partnering, potential asset sales, and operating cost reductions;
|
•
|
our ability to successfully enter new markets or develop additional products, whether independently or with our collaborators;
|
•
|
our ability to successfully enter into optimal strategic relationships with our subsidiaries and operating companies that we may form in the future;
|
•
|
competition from existing technologies and products or new technologies and products that may emerge;
|
•
|
actual or anticipated variations in our operating results;
|
•
|
our current and future joint ventures, or JVs, exclusive channel collaborations, or ECCs, license agreements and other collaborations;
|
•
|
developments concerning our collaborators and licensees;
|
•
|
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 to protect our intellectual property and other proprietary rights and technologies;
|
•
|
our ability to adapt to changes in laws, regulations and policies;
|
•
|
our ability and the ability of our collaborators and licensees to adapt to changes in laws, regulations and policies and to secure any necessary regulatory approvals to commercialize any products developed by us or under our ECCs, license agreements and JVs;
|
•
|
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 develop and successfully commercialize products enabled by our technologies;
|
•
|
the rate and degree of market acceptance of any products developed by us, our subsidiaries, a collaborator under an ECC, or through a JV or license under a license agreement;
|
•
|
our ability to retain and recruit key personnel;
|
•
|
the result of litigation proceedings or investigations that we currently face 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 need for additional financing.
|
(Amounts in thousands, except share data)
|
June 30,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
58,162
|
|
|
$
|
102,768
|
|
Restricted cash
|
—
|
|
|
6,987
|
|
||
Short-term investments
|
67,641
|
|
|
119,688
|
|
||
Equity securities
|
—
|
|
|
384
|
|
||
Receivables
|
|
|
|
||||
Trade, net
|
24,496
|
|
|
21,195
|
|
||
Related parties, net
|
7,095
|
|
|
4,129
|
|
||
Other, net
|
2,866
|
|
|
2,754
|
|
||
Inventory
|
18,192
|
|
|
21,447
|
|
||
Prepaid expenses and other
|
4,712
|
|
|
6,131
|
|
||
Total current assets
|
183,164
|
|
|
285,483
|
|
||
Equity securities, noncurrent
|
21,503
|
|
|
1,798
|
|
||
Property, plant and equipment, net
|
120,401
|
|
|
128,874
|
|
||
Intangible assets, net
|
112,526
|
|
|
129,291
|
|
||
Goodwill
|
149,916
|
|
|
149,585
|
|
||
Investments in affiliates
|
18,093
|
|
|
18,859
|
|
||
Right-of-use assets
|
41,558
|
|
|
—
|
|
||
Other assets
|
8,027
|
|
|
2,287
|
|
||
Total assets
|
$
|
655,188
|
|
|
$
|
716,177
|
|
(Amounts in thousands, except share data)
|
June 30,
2019 |
|
December 31,
2018 |
||||
Liabilities and Total Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
8,563
|
|
|
$
|
13,420
|
|
Accrued compensation and benefits
|
9,034
|
|
|
10,687
|
|
||
Other accrued liabilities
|
11,701
|
|
|
20,620
|
|
||
Deferred revenue, including $7,053 and $6,945 from related parties as of June 30, 2019 and December 31, 2018, respectively
|
16,593
|
|
|
15,554
|
|
||
Lines of credit
|
387
|
|
|
466
|
|
||
Current portion of long-term debt
|
468
|
|
|
559
|
|
||
Current portion of lease liabilities
|
4,813
|
|
|
—
|
|
||
Related party payables
|
74
|
|
|
256
|
|
||
Total current liabilities
|
51,633
|
|
|
61,562
|
|
||
Long-term debt, net of current portion, including $55,743 and $55,290 to related parties as of June 30, 2019 and December 31, 2018, respectively
|
212,479
|
|
|
211,235
|
|
||
Deferred revenue, net of current portion, including $51,195 and $52,227 from related parties as of June 30, 2019 and December 31, 2018, respectively
|
66,542
|
|
|
54,210
|
|
||
Lease liabilities, net of current portion
|
38,757
|
|
|
—
|
|
||
Deferred tax liabilities, net
|
6,332
|
|
|
7,213
|
|
||
Other long-term liabilities
|
222
|
|
|
3,235
|
|
||
Total liabilities
|
375,965
|
|
|
337,455
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
Total equity
|
|
|
|
||||
Common stock, no par value, 400,000,000 and 200,000,000 shares authorized as of June 30, 2019 and December 31, 2018, respectively; 161,917,424 and 160,020,466 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,737,449
|
|
|
1,722,012
|
|
||
Accumulated deficit
|
(1,430,020
|
)
|
|
(1,330,545
|
)
|
||
Accumulated other comprehensive loss
|
(28,206
|
)
|
|
(28,612
|
)
|
||
Total Intrexon shareholders' equity
|
279,223
|
|
|
362,855
|
|
||
Noncontrolling interests
|
—
|
|
|
15,867
|
|
||
Total equity
|
279,223
|
|
|
378,722
|
|
||
Total liabilities and total equity
|
$
|
655,188
|
|
|
$
|
716,177
|
|
(Amounts in thousands, except share and per share data)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Collaboration and licensing revenues, including $7,110 and $13,148 from related parties during the three months ended June 30, 2019 and 2018, respectively, and $10,922 and $29,788 during the six months ended June 30, 2019 and 2018, respectively
|
$
|
9,097
|
|
|
$
|
17,450
|
|
|
$
|
15,067
|
|
|
$
|
37,298
|
|
Product revenues
|
7,819
|
|
|
9,568
|
|
|
12,676
|
|
|
16,720
|
|
||||
Service revenues
|
18,400
|
|
|
17,718
|
|
|
29,783
|
|
|
29,965
|
|
||||
Other revenues
|
670
|
|
|
539
|
|
|
1,795
|
|
|
958
|
|
||||
Total revenues
|
35,986
|
|
|
45,275
|
|
|
59,321
|
|
|
84,941
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Cost of products
|
9,176
|
|
|
10,639
|
|
|
17,466
|
|
|
19,169
|
|
||||
Cost of services
|
8,218
|
|
|
7,895
|
|
|
15,310
|
|
|
14,678
|
|
||||
Research and development
|
34,518
|
|
|
42,049
|
|
|
67,580
|
|
|
79,187
|
|
||||
Selling, general and administrative
|
21,483
|
|
|
34,427
|
|
|
55,077
|
|
|
74,164
|
|
||||
Total operating expenses
|
73,395
|
|
|
95,010
|
|
|
155,433
|
|
|
187,198
|
|
||||
Operating loss
|
(37,409
|
)
|
|
(49,735
|
)
|
|
(96,112
|
)
|
|
(102,257
|
)
|
||||
Other Expense, Net
|
|
|
|
|
|
|
|
||||||||
Unrealized and realized appreciation (depreciation) in fair value of equity securities and preferred stock, net
|
5,632
|
|
|
(19,182
|
)
|
|
5,702
|
|
|
(20,278
|
)
|
||||
Interest expense
|
(4,358
|
)
|
|
(142
|
)
|
|
(8,669
|
)
|
|
(241
|
)
|
||||
Interest and dividend income
|
1,031
|
|
|
5,746
|
|
|
2,395
|
|
|
11,216
|
|
||||
Other expense, net
|
(2,605
|
)
|
|
(93
|
)
|
|
(2,099
|
)
|
|
(881
|
)
|
||||
Total other expense, net
|
(300
|
)
|
|
(13,671
|
)
|
|
(2,671
|
)
|
|
(10,184
|
)
|
||||
Equity in net loss of affiliates
|
(1,747
|
)
|
|
(4,550
|
)
|
|
(3,387
|
)
|
|
(7,010
|
)
|
||||
Loss before income taxes
|
(39,456
|
)
|
|
(67,956
|
)
|
|
(102,170
|
)
|
|
(119,451
|
)
|
||||
Income tax benefit
|
525
|
|
|
1,127
|
|
|
1,103
|
|
|
5,213
|
|
||||
Net loss
|
$
|
(38,931
|
)
|
|
$
|
(66,829
|
)
|
|
$
|
(101,067
|
)
|
|
$
|
(114,238
|
)
|
Net loss attributable to the noncontrolling interests
|
165
|
|
|
1,447
|
|
|
1,592
|
|
|
2,691
|
|
||||
Net loss attributable to Intrexon
|
$
|
(38,766
|
)
|
|
$
|
(65,382
|
)
|
|
$
|
(99,475
|
)
|
|
$
|
(111,547
|
)
|
Net loss attributable to Intrexon per share, basic and diluted
|
$
|
(0.25
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(0.87
|
)
|
Weighted average shares outstanding, basic and diluted
|
153,749,929
|
|
|
129,299,584
|
|
|
153,351,208
|
|
|
128,500,897
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(Amounts in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(38,931
|
)
|
|
$
|
(66,829
|
)
|
|
$
|
(101,067
|
)
|
|
$
|
(114,238
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gain on investments
|
59
|
|
|
—
|
|
|
106
|
|
|
2
|
|
||||
Gain (loss) on foreign currency translation adjustments
|
26
|
|
|
(12,153
|
)
|
|
311
|
|
|
(6,293
|
)
|
||||
Comprehensive loss
|
(38,846
|
)
|
|
(78,982
|
)
|
|
(100,650
|
)
|
|
(120,529
|
)
|
||||
Comprehensive loss attributable to the noncontrolling interests
|
199
|
|
|
1,489
|
|
|
1,581
|
|
|
2,792
|
|
||||
Comprehensive loss attributable to Intrexon
|
$
|
(38,647
|
)
|
|
$
|
(77,493
|
)
|
|
$
|
(99,069
|
)
|
|
$
|
(117,737
|
)
|
(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 March 31, 2019
|
160,615,416
|
|
|
$
|
—
|
|
|
$
|
1,732,608
|
|
|
$
|
(28,325
|
)
|
|
$
|
(1,391,254
|
)
|
|
$
|
313,029
|
|
|
$
|
21,794
|
|
|
$
|
334,823
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
5
|
|
|
61
|
|
|||||||
Shares issued upon vesting of restricted stock units
|
345,378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares issued as payment for services
|
956,630
|
|
|
—
|
|
|
4,857
|
|
|
—
|
|
|
—
|
|
|
4,857
|
|
|
—
|
|
|
4,857
|
|
|||||||
Adjustments for noncontrolling interests
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
72
|
|
|
—
|
|
|||||||
Deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,672
|
)
|
|
(21,672
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,766
|
)
|
|
(38,766
|
)
|
|
(165
|
)
|
|
(38,931
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
|
(34
|
)
|
|
85
|
|
|||||||
Balances at June 30, 2019
|
161,917,424
|
|
|
$
|
—
|
|
|
$
|
1,737,449
|
|
|
$
|
(28,206
|
)
|
|
$
|
(1,430,020
|
)
|
|
$
|
279,223
|
|
|
$
|
—
|
|
|
$
|
279,223
|
|
(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 March 31, 2018
|
129,239,376
|
|
|
$
|
—
|
|
|
$
|
1,492,916
|
|
|
$
|
(9,737
|
)
|
|
$
|
(867,374
|
)
|
|
$
|
615,805
|
|
|
$
|
18,317
|
|
|
$
|
634,122
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
8,814
|
|
|
—
|
|
|
—
|
|
|
8,814
|
|
|
32
|
|
|
8,846
|
|
|||||||
Shares issued for exercises of stock options and warrants
|
5,311
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
562
|
|
|
609
|
|
|||||||
Shares issued as payment for services
|
177,101
|
|
|
—
|
|
|
2,546
|
|
|
—
|
|
|
—
|
|
|
2,546
|
|
|
—
|
|
|
2,546
|
|
|||||||
Adjustments for noncontrolling interests
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
(33
|
)
|
|
—
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,382
|
)
|
|
(65,382
|
)
|
|
(1,447
|
)
|
|
(66,829
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,111
|
)
|
|
—
|
|
|
(12,111
|
)
|
|
(42
|
)
|
|
(12,153
|
)
|
|||||||
Balances at June 30, 2018
|
129,421,788
|
|
|
$
|
—
|
|
|
$
|
1,504,356
|
|
|
$
|
(21,848
|
)
|
|
$
|
(932,756
|
)
|
|
$
|
549,752
|
|
|
$
|
17,389
|
|
|
$
|
567,141
|
|
(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, 2018
|
160,020,466
|
|
|
$
|
—
|
|
|
$
|
1,722,012
|
|
|
$
|
(28,612
|
)
|
|
$
|
(1,330,545
|
)
|
|
$
|
362,855
|
|
|
$
|
15,867
|
|
|
$
|
378,722
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
9,046
|
|
|
—
|
|
|
—
|
|
|
9,046
|
|
|
69
|
|
|
9,115
|
|
|||||||
Shares issued upon vesting of restricted stock units and for exercises of stock options and warrants
|
632,015
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
250
|
|
|
307
|
|
|||||||
Shares issued for accrued compensation
|
150,908
|
|
|
—
|
|
|
1,102
|
|
|
—
|
|
|
—
|
|
|
1,102
|
|
|
—
|
|
|
1,102
|
|
|||||||
Shares issued as payment for services
|
1,114,035
|
|
|
—
|
|
|
5,688
|
|
|
—
|
|
|
—
|
|
|
5,688
|
|
|
—
|
|
|
5,688
|
|
|||||||
Shares issued in public offerings, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,611
|
|
|
6,611
|
|
|||||||
Adjustments for noncontrolling interests
|
—
|
|
|
—
|
|
|
(456
|
)
|
|
—
|
|
|
—
|
|
|
(456
|
)
|
|
456
|
|
|
—
|
|
|||||||
Deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,672
|
)
|
|
(21,672
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,475
|
)
|
|
(99,475
|
)
|
|
(1,592
|
)
|
|
(101,067
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|
—
|
|
|
406
|
|
|
11
|
|
|
417
|
|
|||||||
Balances at June 30, 2019
|
161,917,424
|
|
|
$
|
—
|
|
|
$
|
1,737,449
|
|
|
$
|
(28,206
|
)
|
|
$
|
(1,430,020
|
)
|
|
$
|
279,223
|
|
|
$
|
—
|
|
|
$
|
279,223
|
|
(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, 2017
|
122,087,040
|
|
|
$
|
—
|
|
|
$
|
1,397,005
|
|
|
$
|
(15,554
|
)
|
|
$
|
(847,820
|
)
|
|
$
|
533,631
|
|
|
$
|
12,914
|
|
|
$
|
546,545
|
|
Cumulative effect of adoption of ASC 606
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
26,611
|
|
|
26,507
|
|
|
—
|
|
|
26,507
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
20,154
|
|
|
—
|
|
|
—
|
|
|
20,154
|
|
|
54
|
|
|
20,208
|
|
|||||||
Shares issued for exercises of stock options and warrants
|
27,033
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
812
|
|
|
933
|
|
|||||||
Shares issued as payment for services
|
407,715
|
|
|
—
|
|
|
5,487
|
|
|
—
|
|
|
—
|
|
|
5,487
|
|
|
—
|
|
|
5,487
|
|
|||||||
Shares and warrants issued in public offerings, net of issuance costs
|
6,900,000
|
|
|
—
|
|
|
82,374
|
|
|
—
|
|
|
—
|
|
|
82,374
|
|
|
5,616
|
|
|
87,990
|
|
|||||||
Adjustments for noncontrolling interests
|
—
|
|
|
—
|
|
|
(785
|
)
|
|
—
|
|
|
—
|
|
|
(785
|
)
|
|
785
|
|
|
—
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111,547
|
)
|
|
(111,547
|
)
|
|
(2,691
|
)
|
|
(114,238
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,190
|
)
|
|
—
|
|
|
(6,190
|
)
|
|
(101
|
)
|
|
(6,291
|
)
|
|||||||
Balances at June 30, 2018
|
129,421,788
|
|
|
$
|
—
|
|
|
$
|
1,504,356
|
|
|
$
|
(21,848
|
)
|
|
$
|
(932,756
|
)
|
|
$
|
549,752
|
|
|
$
|
17,389
|
|
|
$
|
567,141
|
|
|
Six Months Ended
June 30, |
||||||
(Amounts in thousands)
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(101,067
|
)
|
|
$
|
(114,238
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
12,690
|
|
|
16,881
|
|
||
Loss on disposal of assets, net
|
1,286
|
|
|
5,585
|
|
||
Unrealized and realized (appreciation) depreciation on equity securities and preferred stock, net
|
(5,702
|
)
|
|
20,278
|
|
||
Noncash dividend income
|
(25
|
)
|
|
(9,914
|
)
|
||
Amortization of premiums (discounts) on investments, net
|
(693
|
)
|
|
—
|
|
||
Equity in net loss of affiliates
|
3,387
|
|
|
7,010
|
|
||
Stock-based compensation expense
|
9,115
|
|
|
20,208
|
|
||
Shares issued as payment for services
|
5,688
|
|
|
5,487
|
|
||
Provision for bad debts
|
344
|
|
|
789
|
|
||
Accretion of debt discount and amortization of deferred financing costs
|
4,532
|
|
|
—
|
|
||
Deferred income taxes
|
(981
|
)
|
|
(5,089
|
)
|
||
Other noncash items
|
3,166
|
|
|
205
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables:
|
|
|
|
||||
Trade
|
(3,743
|
)
|
|
(3,639
|
)
|
||
Related parties
|
(3,317
|
)
|
|
6,279
|
|
||
Other
|
296
|
|
|
(53
|
)
|
||
Inventory
|
3,096
|
|
|
432
|
|
||
Prepaid expenses and other
|
45
|
|
|
1,284
|
|
||
Right-of-use assets
|
2,639
|
|
|
—
|
|
||
Other assets
|
(1,202
|
)
|
|
102
|
|
||
Accounts payable
|
(3,686
|
)
|
|
(468
|
)
|
||
Accrued compensation and benefits
|
(347
|
)
|
|
7,597
|
|
||
Other accrued liabilities
|
(7,855
|
)
|
|
(1,165
|
)
|
||
Deferred revenue
|
8,890
|
|
|
(15,648
|
)
|
||
Lease liabilities
|
(2,675
|
)
|
|
—
|
|
||
Related party payables
|
67
|
|
|
(199
|
)
|
||
Other long-term liabilities
|
(585
|
)
|
|
218
|
|
||
Net cash used in operating activities
|
(76,637
|
)
|
|
(58,058
|
)
|
|
Six Months Ended
June 30, |
||||||
(Amounts in thousands)
|
2019
|
|
2018
|
||||
Cash flows from investing activities
|
|
|
|
||||
Purchases of investments
|
(37,163
|
)
|
|
(76
|
)
|
||
Maturities of investments
|
90,000
|
|
|
6,000
|
|
||
Proceeds from sales of equity securities
|
589
|
|
|
217
|
|
||
Investments in affiliates
|
(2,370
|
)
|
|
(8,510
|
)
|
||
Decrease in cash from deconsolidation of subsidiary
|
(7,244
|
)
|
|
—
|
|
||
Return of investment in affiliate
|
—
|
|
|
2,598
|
|
||
Purchases of property, plant and equipment
|
(25,423
|
)
|
|
(21,589
|
)
|
||
Proceeds from sale of assets
|
176
|
|
|
440
|
|
||
Net cash provided by (used in) investing activities
|
18,565
|
|
|
(20,920
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuance of shares and warrants in public offerings, net of issuance costs
|
6,611
|
|
|
87,990
|
|
||
Advances from lines of credit
|
3,250
|
|
|
2,278
|
|
||
Repayments of advances from lines of credit
|
(3,329
|
)
|
|
(1,937
|
)
|
||
Proceeds from long-term debt, net of issuance costs
|
376
|
|
|
—
|
|
||
Payments of long-term debt
|
(321
|
)
|
|
(281
|
)
|
||
Proceeds from stock option and warrant exercises
|
307
|
|
|
933
|
|
||
Payment of issuance costs
|
—
|
|
|
(37
|
)
|
||
Net cash provided by financing activities
|
6,894
|
|
|
88,946
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(418
|
)
|
|
381
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(51,596
|
)
|
|
10,349
|
|
||
Cash, cash equivalents, and restricted cash
|
|
|
|
||||
Beginning of period
|
110,182
|
|
|
75,545
|
|
||
End of period
|
$
|
58,586
|
|
|
$
|
85,894
|
|
|
Six Months Ended
June 30, |
||||||
(Amounts in thousands)
|
2019
|
|
2018
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
3,637
|
|
|
$
|
195
|
|
Cash paid during the period for income taxes
|
40
|
|
|
163
|
|
||
Significant noncash financing and investing activities
|
|
|
|
||||
Purchases of property and equipment included in accounts payable and other accrued liabilities
|
$
|
1,010
|
|
|
$
|
2,051
|
|
Purchases of equipment financed through debt
|
—
|
|
|
76
|
|
||
Issuance costs included in accounts payable and other accrued liabilities
|
—
|
|
|
320
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
58,162
|
|
|
$
|
102,768
|
|
Restricted cash
|
—
|
|
|
6,987
|
|
||
Restricted cash included in other assets
|
424
|
|
|
427
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
58,586
|
|
|
$
|
110,182
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Current assets
|
$
|
22,159
|
|
|
$
|
17,485
|
|
Noncurrent assets
|
58,286
|
|
|
31,274
|
|
||
Total assets
|
80,445
|
|
|
48,759
|
|
||
Current liabilities
|
7,260
|
|
|
4,226
|
|
||
Noncurrent liabilities
|
4,872
|
|
|
—
|
|
||
Total liabilities
|
12,132
|
|
|
4,226
|
|
||
Net assets
|
$
|
68,313
|
|
|
$
|
44,533
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
297
|
|
|
$
|
173
|
|
|
$
|
395
|
|
|
$
|
240
|
|
Operating expenses
|
9,384
|
|
|
10,531
|
|
|
14,761
|
|
|
19,141
|
|
||||
Operating loss
|
(9,087
|
)
|
|
(10,358
|
)
|
|
(14,366
|
)
|
|
(18,901
|
)
|
||||
Other, net
|
4
|
|
|
7
|
|
|
8
|
|
|
21
|
|
||||
Net loss
|
$
|
(9,083
|
)
|
|
$
|
(10,351
|
)
|
|
$
|
(14,358
|
)
|
|
$
|
(18,880
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
ZIOPHARM Oncology, Inc.
|
$
|
533
|
|
|
$
|
3,423
|
|
|
$
|
1,699
|
|
|
$
|
8,800
|
|
Ares Trading S.A.
|
—
|
|
|
3,526
|
|
|
—
|
|
|
5,949
|
|
||||
Oragenics, Inc.
|
181
|
|
|
37
|
|
|
384
|
|
|
162
|
|
||||
Intrexon T1D Partners, LLC
|
—
|
|
|
703
|
|
|
—
|
|
|
2,031
|
|
||||
Intrexon Energy Partners, LLC
|
796
|
|
|
819
|
|
|
1,773
|
|
|
2,016
|
|
||||
Intrexon Energy Partners II, LLC
|
420
|
|
|
553
|
|
|
924
|
|
|
931
|
|
||||
Surterra Holdings, Inc.
|
160
|
|
|
—
|
|
|
160
|
|
|
—
|
|
||||
Genopaver, LLC
|
398
|
|
|
1,072
|
|
|
692
|
|
|
2,387
|
|
||||
Fibrocell Science, Inc.
|
2,462
|
|
|
331
|
|
|
2,845
|
|
|
624
|
|
||||
Persea Bio, LLC
|
810
|
|
|
306
|
|
|
(462
|
)
|
|
515
|
|
||||
Harvest start-up entities (1)
|
2,039
|
|
|
5,904
|
|
|
4,762
|
|
|
9,101
|
|
||||
Other
|
1,298
|
|
|
776
|
|
|
2,290
|
|
|
4,782
|
|
||||
Total
|
$
|
9,097
|
|
|
$
|
17,450
|
|
|
$
|
15,067
|
|
|
$
|
37,298
|
|
(1)
|
For the three and six months ended June 30, 2019 and 2018, revenues recognized from collaborations with Harvest start-up entities include: Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; and AD Skincare, Inc. For the three and six months ended June 30, 2018, revenues recognized from collaborations with Harvest start-up entities also include Genten Therapeutics, Inc. and CRS Bio, Inc.
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Collaboration and licensing agreements
|
$
|
78,265
|
|
|
$
|
63,284
|
|
Prepaid product and service revenues
|
2,523
|
|
|
2,933
|
|
||
Other
|
2,347
|
|
|
3,547
|
|
||
Total
|
$
|
83,135
|
|
|
$
|
69,764
|
|
Current portion of deferred revenue
|
$
|
16,593
|
|
|
$
|
15,554
|
|
Long-term portion of deferred revenue
|
66,542
|
|
|
54,210
|
|
||
Total
|
$
|
83,135
|
|
|
$
|
69,764
|
|
|
Average Remaining Performance Period (Years)
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
ZIOPHARM Oncology, Inc.
|
0.3
|
|
$
|
398
|
|
|
$
|
1,214
|
|
Oragenics, Inc.
|
4.9
|
|
5,552
|
|
|
5,810
|
|
||
Intrexon Energy Partners, LLC
|
4.8
|
|
9,059
|
|
|
10,267
|
|
||
Intrexon Energy Partners II, LLC
|
5.4
|
|
13,136
|
|
|
14,060
|
|
||
Surterra Holdings, Inc.
|
9.0
|
|
14,500
|
|
|
—
|
|
||
Genopaver, LLC
|
4.8
|
|
1,162
|
|
|
1,175
|
|
||
Fibrocell Science, Inc.
|
5.4
|
|
18,507
|
|
|
17,519
|
|
||
Persea Bio, LLC
|
5.5
|
|
3,839
|
|
|
2,697
|
|
||
Harvest start-up entities (1)
|
5.7
|
|
6,993
|
|
|
7,644
|
|
||
Other
|
1.8
|
|
5,028
|
|
|
2,898
|
|
||
Total
|
|
|
$
|
78,174
|
|
|
$
|
63,284
|
|
(1)
|
As of June 30, 2019 and December 31, 2018, the balance of deferred revenue for collaborations with Harvest start-up entities includes: Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; and AD Skincare, Inc.
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Aggregate
Fair Value
|
||||||||
U.S. government debt securities
|
$
|
67,256
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
67,301
|
|
Certificates of deposit
|
340
|
|
|
—
|
|
|
—
|
|
|
340
|
|
||||
Total
|
$
|
67,596
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
67,641
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Aggregate
Fair Value
|
||||||||
U.S. government debt securities
|
$
|
119,401
|
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
119,340
|
|
Certificates of deposit
|
348
|
|
|
—
|
|
|
—
|
|
|
348
|
|
||||
Total
|
$
|
119,749
|
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
119,688
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
June 30,
2019 |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
$
|
—
|
|
|
$
|
67,301
|
|
|
$
|
—
|
|
|
$
|
67,301
|
|
Equity securities
|
1,196
|
|
|
266
|
|
|
20,041
|
|
|
21,503
|
|
||||
Other
|
—
|
|
|
468
|
|
|
247
|
|
|
715
|
|
||||
Total
|
$
|
1,196
|
|
|
$
|
68,035
|
|
|
$
|
20,288
|
|
|
$
|
89,519
|
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
December 31,
2018 |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
$
|
—
|
|
|
$
|
119,340
|
|
|
$
|
—
|
|
|
$
|
119,340
|
|
Equity securities
|
1,626
|
|
|
556
|
|
|
—
|
|
|
2,182
|
|
||||
Other
|
—
|
|
|
468
|
|
|
191
|
|
|
659
|
|
||||
Total
|
$
|
1,626
|
|
|
$
|
120,364
|
|
|
$
|
191
|
|
|
$
|
122,181
|
|
|
Six Months Ended
June 30, 2019 |
||
Beginning balance
|
$
|
191
|
|
Retained interest in deconsolidated subsidiary
|
14,239
|
|
|
Dividend income from investments in preferred stock
|
25
|
|
|
Net unrealized appreciation in the fair value of the investments in equity securities and preferred stock
|
5,833
|
|
|
Ending balance
|
$
|
20,288
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Supplies, embryos and other production materials
|
$
|
2,962
|
|
|
$
|
4,729
|
|
Work in process
|
4,893
|
|
|
4,391
|
|
||
Livestock
|
9,462
|
|
|
10,167
|
|
||
Feed
|
875
|
|
|
2,160
|
|
||
Total inventory
|
$
|
18,192
|
|
|
$
|
21,447
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Land and land improvements
|
$
|
11,674
|
|
|
$
|
12,490
|
|
Buildings and building improvements
|
11,590
|
|
|
20,371
|
|
||
Furniture and fixtures
|
1,684
|
|
|
1,891
|
|
||
Equipment
|
68,138
|
|
|
74,555
|
|
||
Leasehold improvements
|
31,925
|
|
|
28,289
|
|
||
Breeding stock
|
4,675
|
|
|
4,582
|
|
||
Computer hardware and software
|
12,131
|
|
|
11,697
|
|
||
Trees
|
16,141
|
|
|
11,910
|
|
||
Construction and other assets in progress
|
23,000
|
|
|
18,880
|
|
||
|
180,958
|
|
|
184,665
|
|
||
Less: Accumulated depreciation and amortization
|
(60,557
|
)
|
|
(55,791
|
)
|
||
Property, plant and equipment, net
|
$
|
120,401
|
|
|
$
|
128,874
|
|
Balance at December 31, 2018
|
$
|
149,585
|
|
Foreign currency translation adjustments
|
331
|
|
|
Balance at June 30, 2019
|
$
|
149,916
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Patents, developed technologies and know-how
|
$
|
139,363
|
|
|
$
|
(37,251
|
)
|
|
$
|
102,112
|
|
Customer relationships
|
10,700
|
|
|
(8,002
|
)
|
|
2,698
|
|
|||
Trademarks
|
5,900
|
|
|
(3,514
|
)
|
|
2,386
|
|
|||
In-process research and development
|
5,330
|
|
|
—
|
|
|
5,330
|
|
|||
Total
|
$
|
161,293
|
|
|
$
|
(48,767
|
)
|
|
$
|
112,526
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Patents, developed technologies and know-how
|
$
|
152,482
|
|
|
$
|
(35,133
|
)
|
|
$
|
117,349
|
|
Customer relationships
|
10,700
|
|
|
(7,565
|
)
|
|
3,135
|
|
|||
Trademarks
|
6,800
|
|
|
(3,341
|
)
|
|
3,459
|
|
|||
In-process research and development
|
5,348
|
|
|
—
|
|
|
5,348
|
|
|||
Total
|
$
|
175,330
|
|
|
$
|
(46,039
|
)
|
|
$
|
129,291
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Convertible debt
|
$
|
208,376
|
|
|
$
|
203,391
|
|
Notes payable
|
4,320
|
|
|
4,551
|
|
||
Other
|
251
|
|
|
3,852
|
|
||
Long-term debt
|
212,947
|
|
|
211,794
|
|
||
Less current portion
|
468
|
|
|
559
|
|
||
Long-term debt, less current portion
|
$
|
212,479
|
|
|
$
|
211,235
|
|
•
|
During any calendar quarter commencing after the calendar quarter ending on September 30, 2018, if the last reported sales price of Intrexon's common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
|
•
|
During the five business day period after any five consecutive trading day period in which the trading price, as defined in the Indenture, for the Convertible Notes is less than 98% of the product of the last reported sales price of Intrexon's common stock and the conversion rate for the Convertible Notes on each such trading day; or
|
•
|
Upon the occurrence of specified corporate events as defined in the Indenture.
|
2019
|
$
|
241
|
|
2020
|
31,254
|
|
|
2021
|
25,329
|
|
|
2022
|
339
|
|
|
2023
|
200,353
|
|
|
2024
|
366
|
|
|
Thereafter
|
2,431
|
|
|
Total
|
$
|
260,313
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Unrealized gain (loss) on investments
|
$
|
45
|
|
|
$
|
(61
|
)
|
Loss on foreign currency translation adjustments
|
(28,251
|
)
|
|
(28,551
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(28,206
|
)
|
|
$
|
(28,612
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of products
|
$
|
4
|
|
|
$
|
25
|
|
|
$
|
12
|
|
|
$
|
50
|
|
Cost of services
|
52
|
|
|
79
|
|
|
117
|
|
|
156
|
|
||||
Research and development
|
1,882
|
|
|
2,376
|
|
|
3,727
|
|
|
5,634
|
|
||||
Selling, general and administrative
|
(1,877
|
)
|
|
6,366
|
|
|
5,259
|
|
|
14,368
|
|
||||
Total
|
$
|
61
|
|
|
$
|
8,846
|
|
|
$
|
9,115
|
|
|
$
|
20,208
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|||
Balances at December 31, 2018
|
11,093,063
|
|
|
$
|
27.95
|
|
|
6.81
|
Granted
|
1,433,075
|
|
|
6.46
|
|
|
|
|
Exercised
|
(17,811
|
)
|
|
(3.17
|
)
|
|
|
|
Forfeited
|
(634,204
|
)
|
|
(35.36
|
)
|
|
|
|
Expired
|
(143,169
|
)
|
|
(28.38
|
)
|
|
|
|
Balances at June 30, 2019
|
11,730,954
|
|
|
24.96
|
|
|
5.75
|
|
Exercisable at June 30, 2019
|
8,179,447
|
|
|
28.82
|
|
|
4.52
|
|
Number of Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Term (Years)
|
|||
Balances at December 31, 2018
|
970,341
|
|
|
$
|
13.82
|
|
|
1.43
|
Granted
|
2,278,460
|
|
|
6.59
|
|
|
|
|
Vested
|
(765,112
|
)
|
|
(9.75
|
)
|
|
|
|
Forfeited
|
(212,412
|
)
|
|
(9.20
|
)
|
|
|
|
Balances at June 30, 2019
|
2,271,277
|
|
|
8.37
|
|
|
1.49
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
|
2019
|
|
2019
|
||||
Operating lease costs
|
$
|
2,522
|
|
|
$
|
5,048
|
|
Short-term and variable lease costs
|
1,120
|
|
|
2,168
|
|
||
Lease costs
|
$
|
3,642
|
|
|
$
|
7,216
|
|
2019
|
$
|
4,352
|
|
2020
|
10,088
|
|
|
2021
|
9,445
|
|
|
2022
|
8,646
|
|
|
2023
|
7,274
|
|
|
2024
|
7,139
|
|
|
Thereafter
|
26,746
|
|
|
Total
|
73,690
|
|
|
Present value adjustment
|
(30,120
|
)
|
|
Total
|
$
|
43,570
|
|
Current portion of operating lease liabilities
|
$
|
4,813
|
|
Long-term portion of operating lease liabilities
|
38,757
|
|
|
Total
|
$
|
43,570
|
|
|
Six Months Ended
June 30, |
||
|
2019
|
||
Supplemental Cash Flows Information
|
|
||
Cash paid for operating lease liabilities
|
$
|
4,929
|
|
Operating lease right-of-use assets added in exchange for new lease liabilities
|
1,125
|
|
|
June 30,
2019 |
|
Weighted average remaining lease term (years)
|
8.98
|
|
Weighted average discount rate
|
11.35
|
%
|
2019
|
$
|
9,182
|
|
2020
|
9,910
|
|
|
2021
|
9,127
|
|
|
2022
|
8,305
|
|
|
2023
|
7,229
|
|
|
Thereafter
|
34,157
|
|
|
Total
|
$
|
77,910
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Historical net loss per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Intrexon
|
$
|
(38,766
|
)
|
|
$
|
(65,382
|
)
|
|
$
|
(99,475
|
)
|
|
$
|
(111,547
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding, basic and diluted
|
153,749,929
|
|
|
129,299,584
|
|
|
153,351,208
|
|
|
128,500,897
|
|
||||
Net loss attributable to Intrexon per share, basic and diluted
|
$
|
(0.25
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(0.87
|
)
|
|
June 30,
|
||||
|
2019
|
|
2018
|
||
Convertible debt
|
19,667,765
|
|
|
—
|
|
Options
|
11,730,954
|
|
|
11,359,531
|
|
Restricted stock units
|
2,271,277
|
|
|
1,033,084
|
|
Warrants
|
133,264
|
|
|
133,264
|
|
Total
|
33,803,260
|
|
|
12,525,879
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||||||
|
Precigen
|
|
Methane Bioconversion Platform
|
|
Fine Chemicals
|
|
Okanagan
|
|
Trans Ova
|
|
All Other
|
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
549
|
|
|
$
|
1,215
|
|
|
$
|
1,180
|
|
|
$
|
19
|
|
|
$
|
24,392
|
|
|
$
|
8,592
|
|
|
$
|
35,947
|
|
Intersegment revenues
|
2,412
|
|
|
2
|
|
|
1,371
|
|
|
—
|
|
|
674
|
|
|
112
|
|
|
4,571
|
|
|||||||
Total revenues
|
$
|
2,961
|
|
|
$
|
1,217
|
|
|
$
|
2,551
|
|
|
$
|
19
|
|
|
$
|
25,066
|
|
|
$
|
8,704
|
|
|
$
|
40,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Segment Adjusted EBITDA
|
$
|
(7,467
|
)
|
|
$
|
(9,188
|
)
|
|
$
|
855
|
|
|
$
|
(12,012
|
)
|
|
$
|
4,932
|
|
|
$
|
(10,060
|
)
|
|
$
|
(32,940
|
)
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||||||
|
Precigen
|
|
Methane Bioconversion Platform
|
|
Fine Chemicals
|
|
Okanagan
|
|
Trans Ova
|
|
All Other
|
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
7,332
|
|
|
$
|
1,371
|
|
|
$
|
1,426
|
|
|
$
|
20
|
|
|
$
|
25,780
|
|
|
$
|
9,356
|
|
|
$
|
45,285
|
|
Intersegment revenues
|
110
|
|
|
4
|
|
|
1,295
|
|
|
—
|
|
|
77
|
|
|
265
|
|
|
1,751
|
|
|||||||
Total revenues
|
$
|
7,442
|
|
|
$
|
1,375
|
|
|
$
|
2,721
|
|
|
$
|
20
|
|
|
$
|
25,857
|
|
|
$
|
9,621
|
|
|
$
|
47,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Segment Adjusted EBITDA
|
$
|
(7,858
|
)
|
|
$
|
(7,629
|
)
|
|
$
|
901
|
|
|
$
|
(6,280
|
)
|
|
$
|
2,096
|
|
|
$
|
(10,178
|
)
|
|
$
|
(28,948
|
)
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||||||
|
Precigen
|
|
Methane Bioconversion Platform
|
|
Fine Chemicals
|
|
Okanagan
|
|
Trans Ova
|
|
All Other
|
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
1,730
|
|
|
$
|
2,696
|
|
|
$
|
1,990
|
|
|
$
|
39
|
|
|
$
|
39,326
|
|
|
$
|
13,393
|
|
|
$
|
59,174
|
|
Intersegment revenues
|
4,777
|
|
|
2
|
|
|
2,865
|
|
|
—
|
|
|
947
|
|
|
568
|
|
|
9,159
|
|
|||||||
Total revenues
|
$
|
6,507
|
|
|
$
|
2,698
|
|
|
$
|
4,855
|
|
|
$
|
39
|
|
|
$
|
40,273
|
|
|
$
|
13,961
|
|
|
$
|
68,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Segment Adjusted EBITDA
|
$
|
(14,836
|
)
|
|
$
|
(17,214
|
)
|
|
$
|
1,742
|
|
|
$
|
(21,123
|
)
|
|
$
|
2,706
|
|
|
$
|
(17,494
|
)
|
|
$
|
(66,219
|
)
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||||||
|
Precigen
|
|
Methane Bioconversion Platform
|
|
Fine Chemicals
|
|
Okanagan
|
|
Trans Ova
|
|
All Other
|
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
15,463
|
|
|
$
|
2,947
|
|
|
$
|
3,108
|
|
|
$
|
27
|
|
|
$
|
43,987
|
|
|
$
|
19,464
|
|
|
$
|
84,996
|
|
Intersegment revenues
|
231
|
|
|
6
|
|
|
2,794
|
|
|
—
|
|
|
92
|
|
|
720
|
|
|
3,843
|
|
|||||||
Total revenues
|
$
|
15,694
|
|
|
$
|
2,953
|
|
|
$
|
5,902
|
|
|
$
|
27
|
|
|
$
|
44,079
|
|
|
$
|
20,184
|
|
|
$
|
88,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Segment Adjusted EBITDA
|
$
|
(12,832
|
)
|
|
$
|
(13,867
|
)
|
|
$
|
1,893
|
|
|
$
|
(11,451
|
)
|
|
$
|
(57
|
)
|
|
$
|
(22,034
|
)
|
|
$
|
(58,348
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total revenues from reportable segments
|
$
|
31,814
|
|
|
$
|
37,415
|
|
|
$
|
54,372
|
|
|
$
|
68,655
|
|
Other revenues, including from other operating segments
|
8,743
|
|
|
9,726
|
|
|
14,108
|
|
|
20,581
|
|
||||
Elimination of intersegment revenues
|
(4,571
|
)
|
|
(1,866
|
)
|
|
(9,159
|
)
|
|
(4,295
|
)
|
||||
Total consolidated revenues
|
$
|
35,986
|
|
|
$
|
45,275
|
|
|
$
|
59,321
|
|
|
$
|
84,941
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Segment Adjusted EBITDA for reportable segments
|
$
|
(22,880
|
)
|
|
$
|
(18,770
|
)
|
|
$
|
(48,725
|
)
|
|
$
|
(36,314
|
)
|
All Other Segment Adjusted EBITDA
|
(10,060
|
)
|
|
(10,178
|
)
|
|
(17,494
|
)
|
|
(22,034
|
)
|
||||
Remove cash paid for capital expenditures and investments in affiliates
|
14,695
|
|
|
9,668
|
|
|
25,985
|
|
|
20,049
|
|
||||
Add recognition of previously deferred revenue associated with upfront and milestone payments
|
7,262
|
|
|
7,054
|
|
|
10,915
|
|
|
16,899
|
|
||||
Other expenses:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(4,358
|
)
|
|
(142
|
)
|
|
(8,669
|
)
|
|
(241
|
)
|
||||
Depreciation and amortization
|
(6,113
|
)
|
|
(8,499
|
)
|
|
(12,690
|
)
|
|
(16,881
|
)
|
||||
Stock-based compensation expense
|
(61
|
)
|
|
(8,846
|
)
|
|
(9,115
|
)
|
|
(20,208
|
)
|
||||
Equity in net loss of affiliates
|
(1,747
|
)
|
|
(4,550
|
)
|
|
(3,387
|
)
|
|
(7,010
|
)
|
||||
Unallocated corporate costs
|
(13,032
|
)
|
|
(33,122
|
)
|
|
(32,978
|
)
|
|
(52,673
|
)
|
||||
Eliminations
|
(3,162
|
)
|
|
(571
|
)
|
|
(6,012
|
)
|
|
(1,038
|
)
|
||||
Consolidated net loss before income taxes
|
$
|
(39,456
|
)
|
|
$
|
(67,956
|
)
|
|
$
|
(102,170
|
)
|
|
$
|
(119,451
|
)
|
•
|
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 or reacquired in-process research and development;
|
•
|
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, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Expansion or improvement of our platform technologies
|
$
|
5,961
|
|
|
$
|
4,715
|
|
|
$
|
12,888
|
|
|
$
|
8,509
|
|
Specific applications of our technologies in support of current and prospective partners
|
9,630
|
|
|
18,553
|
|
|
18,914
|
|
|
36,764
|
|
||||
Development of our product and service offerings
|
11,478
|
|
|
7,690
|
|
|
22,289
|
|
|
15,702
|
|
||||
Other
|
7,449
|
|
|
11,091
|
|
|
13,489
|
|
|
18,212
|
|
||||
Total research and development expenses
|
$
|
34,518
|
|
|
$
|
42,049
|
|
|
$
|
67,580
|
|
|
$
|
79,187
|
|
|
Three Months Ended
June 30, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Collaboration and licensing revenues (1)
|
$
|
9,097
|
|
|
$
|
17,450
|
|
|
$
|
(8,353
|
)
|
|
(47.9
|
)%
|
Product revenues
|
7,819
|
|
|
9,568
|
|
|
(1,749
|
)
|
|
(18.3
|
)%
|
|||
Service revenues
|
18,400
|
|
|
17,718
|
|
|
682
|
|
|
3.8
|
%
|
|||
Other revenues
|
670
|
|
|
539
|
|
|
131
|
|
|
24.3
|
%
|
|||
Total revenues
|
35,986
|
|
|
45,275
|
|
|
(9,289
|
)
|
|
(20.5
|
)%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||
Cost of products
|
9,176
|
|
|
10,639
|
|
|
(1,463
|
)
|
|
(13.8
|
)%
|
|||
Cost of services
|
8,218
|
|
|
7,895
|
|
|
323
|
|
|
4.1
|
%
|
|||
Research and development
|
34,518
|
|
|
42,049
|
|
|
(7,531
|
)
|
|
(17.9
|
)%
|
|||
Selling, general and administrative
|
21,483
|
|
|
34,427
|
|
|
(12,944
|
)
|
|
(37.6
|
)%
|
|||
Total operating expenses
|
73,395
|
|
|
95,010
|
|
|
(21,615
|
)
|
|
(22.8
|
)%
|
|||
Operating loss
|
(37,409
|
)
|
|
(49,735
|
)
|
|
12,326
|
|
|
(24.8
|
)%
|
|||
Total other expense, net
|
(300
|
)
|
|
(13,671
|
)
|
|
13,371
|
|
|
(97.8
|
)%
|
|||
Equity in loss of affiliates
|
(1,747
|
)
|
|
(4,550
|
)
|
|
2,803
|
|
|
(61.6
|
)%
|
|||
Loss before income taxes
|
(39,456
|
)
|
|
(67,956
|
)
|
|
28,500
|
|
|
(41.9
|
)%
|
|||
Income tax benefit
|
525
|
|
|
1,127
|
|
|
(602
|
)
|
|
(53.4
|
)%
|
|||
Net loss
|
(38,931
|
)
|
|
(66,829
|
)
|
|
27,898
|
|
|
(41.7
|
)%
|
|||
Net loss attributable to noncontrolling interests
|
165
|
|
|
1,447
|
|
|
(1,282
|
)
|
|
(88.6
|
)%
|
|||
Net loss attributable to Intrexon
|
$
|
(38,766
|
)
|
|
$
|
(65,382
|
)
|
|
$
|
26,616
|
|
|
(40.7
|
)%
|
(1)
|
Includes $7,110 and $13,148 from related parties for the three months ended June 30, 2019 and 2018, respectively.
|
|
Three Months Ended
June 30, |
|
Dollar
Change |
||||||||
|
2019
|
|
2018
|
|
|||||||
|
(In thousands)
|
||||||||||
ZIOPHARM Oncology, Inc.
|
$
|
533
|
|
|
$
|
3,423
|
|
|
$
|
(2,890
|
)
|
Ares Trading S.A.
|
—
|
|
|
3,526
|
|
|
(3,526
|
)
|
|||
Oragenics, Inc.
|
181
|
|
|
37
|
|
|
144
|
|
|||
Intrexon T1D Partners, LLC
|
—
|
|
|
703
|
|
|
(703
|
)
|
|||
Intrexon Energy Partners, LLC
|
796
|
|
|
819
|
|
|
(23
|
)
|
|||
Intrexon Energy Partners II, LLC
|
420
|
|
|
553
|
|
|
(133
|
)
|
|||
Surterra Holdings, Inc.
|
160
|
|
|
—
|
|
|
160
|
|
|||
Genopaver, LLC
|
398
|
|
|
1,072
|
|
|
(674
|
)
|
|||
Fibrocell Science, Inc.
|
2,462
|
|
|
331
|
|
|
2,131
|
|
|||
Persea Bio, LLC
|
810
|
|
|
306
|
|
|
504
|
|
|||
Harvest start-up entities (1)
|
2,039
|
|
|
5,904
|
|
|
(3,865
|
)
|
|||
Other
|
1,298
|
|
|
776
|
|
|
522
|
|
|||
Total
|
$
|
9,097
|
|
|
$
|
17,450
|
|
|
$
|
(8,353
|
)
|
(1)
|
For the three months ended June 30, 2019 and 2018, revenues recognized from collaborations with Harvest start-up entities include: Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; and AD Skincare, Inc. For the three months ended June 30, 2018, revenues recognized from collaborations with Harvest start-up entities also include Genten Therapeutics, Inc. and CRS Bio, Inc.
|
|
Three Months Ended
June 30, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Precigen
|
$
|
(7,467
|
)
|
|
$
|
(7,858
|
)
|
|
$
|
391
|
|
|
(5.0
|
)%
|
Methane Bioconversion Platform
|
(9,188
|
)
|
|
(7,629
|
)
|
|
(1,559
|
)
|
|
20.4
|
%
|
|||
Fine Chemicals
|
855
|
|
|
901
|
|
|
(46
|
)
|
|
(5.1
|
)%
|
|||
Okanagan
|
(12,012
|
)
|
|
(6,280
|
)
|
|
(5,732
|
)
|
|
91.3
|
%
|
|||
Trans Ova
|
4,932
|
|
|
2,096
|
|
|
2,836
|
|
|
135.3
|
%
|
|
Six Months Ended
June 30, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Collaboration and licensing revenues (1)
|
$
|
15,067
|
|
|
$
|
37,298
|
|
|
$
|
(22,231
|
)
|
|
(59.6
|
)%
|
Product revenues
|
12,676
|
|
|
16,720
|
|
|
(4,044
|
)
|
|
(24.2
|
)%
|
|||
Service revenues
|
29,783
|
|
|
29,965
|
|
|
(182
|
)
|
|
(0.6
|
)%
|
|||
Other revenues
|
1,795
|
|
|
958
|
|
|
837
|
|
|
87.4
|
%
|
|||
Total revenues
|
59,321
|
|
|
84,941
|
|
|
(25,620
|
)
|
|
(30.2
|
)%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|||||||
Cost of products
|
17,466
|
|
|
19,169
|
|
|
(1,703
|
)
|
|
(8.9
|
)%
|
|||
Cost of services
|
15,310
|
|
|
14,678
|
|
|
632
|
|
|
4.3
|
%
|
|||
Research and development
|
67,580
|
|
|
79,187
|
|
|
(11,607
|
)
|
|
(14.7
|
)%
|
|||
Selling, general and administrative
|
55,077
|
|
|
74,164
|
|
|
(19,087
|
)
|
|
(25.7
|
)%
|
|||
Total operating expenses
|
155,433
|
|
|
187,198
|
|
|
(31,765
|
)
|
|
(17.0
|
)%
|
|||
Operating loss
|
(96,112
|
)
|
|
(102,257
|
)
|
|
6,145
|
|
|
(6.0
|
)%
|
|||
Total other expense, net
|
(2,671
|
)
|
|
(10,184
|
)
|
|
7,513
|
|
|
(73.8
|
)%
|
|||
Equity in loss of affiliates
|
(3,387
|
)
|
|
(7,010
|
)
|
|
3,623
|
|
|
(51.7
|
)%
|
|||
Loss before income taxes
|
(102,170
|
)
|
|
(119,451
|
)
|
|
17,281
|
|
|
(14.5
|
)%
|
|||
Income tax benefit
|
1,103
|
|
|
5,213
|
|
|
(4,110
|
)
|
|
(78.8
|
)%
|
|||
Net loss
|
(101,067
|
)
|
|
(114,238
|
)
|
|
13,171
|
|
|
(11.5
|
)%
|
|||
Net loss attributable to noncontrolling interests
|
1,592
|
|
|
2,691
|
|
|
(1,099
|
)
|
|
(40.8
|
)%
|
|||
Net loss attributable to Intrexon
|
$
|
(99,475
|
)
|
|
$
|
(111,547
|
)
|
|
$
|
12,072
|
|
|
(10.8
|
)%
|
(1)
|
Includes $10,922 and $29,788 from related parties for the six months ended June 30, 2019 and 2018, respectively.
|
|
Six Months Ended
June 30, |
|
Dollar
Change |
||||||||
|
2019
|
|
2018
|
|
|||||||
|
(In thousands)
|
||||||||||
ZIOPHARM Oncology, Inc.
|
$
|
1,699
|
|
|
$
|
8,800
|
|
|
$
|
(7,101
|
)
|
Ares Trading S.A.
|
—
|
|
|
5,949
|
|
|
(5,949
|
)
|
|||
Oragenics, Inc.
|
384
|
|
|
162
|
|
|
222
|
|
|||
Intrexon T1D Partners, LLC
|
—
|
|
|
2,031
|
|
|
(2,031
|
)
|
|||
Intrexon Energy Partners, LLC
|
1,773
|
|
|
2,016
|
|
|
(243
|
)
|
|||
Intrexon Energy Partners II, LLC
|
924
|
|
|
931
|
|
|
(7
|
)
|
|||
Surterra Holdings, Inc.
|
160
|
|
|
—
|
|
|
160
|
|
|||
Genopaver, LLC
|
692
|
|
|
2,387
|
|
|
(1,695
|
)
|
|||
Fibrocell Science, Inc.
|
2,845
|
|
|
624
|
|
|
2,221
|
|
|||
Persea Bio, LLC
|
(462
|
)
|
|
515
|
|
|
(977
|
)
|
|||
Harvest start-up entities (1)
|
4,762
|
|
|
9,101
|
|
|
(4,339
|
)
|
|||
Other
|
2,290
|
|
|
4,782
|
|
|
(2,492
|
)
|
|||
Total
|
$
|
15,067
|
|
|
$
|
37,298
|
|
|
$
|
(22,231
|
)
|
(1)
|
For the six months ended June 30, 2019 and 2018, revenues recognized from collaborations with Harvest start-up entities include: Thrive Agrobiotics, Inc.; Exotech Bio, Inc.; and AD Skincare, Inc. For the six months ended June 30, 2018, revenues recognized from collaborations with Harvest start-up entities also include Genten Therapeutics, Inc. and CRS Bio, Inc.
|
|
Six Months Ended
June 30, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Precigen
|
$
|
(14,836
|
)
|
|
$
|
(12,832
|
)
|
|
$
|
(2,004
|
)
|
|
15.6
|
%
|
Methane Bioconversion Platform
|
(17,214
|
)
|
|
(13,867
|
)
|
|
(3,347
|
)
|
|
24.1
|
%
|
|||
Fine Chemicals
|
1,742
|
|
|
1,893
|
|
|
(151
|
)
|
|
(8.0
|
)%
|
|||
Okanagan
|
(21,123
|
)
|
|
(11,451
|
)
|
|
(9,672
|
)
|
|
84.5
|
%
|
|||
Trans Ova
|
2,706
|
|
|
(57
|
)
|
|
2,763
|
|
|
<(200)%
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(76,637
|
)
|
|
$
|
(58,058
|
)
|
Investing activities
|
18,565
|
|
|
(20,920
|
)
|
||
Financing activities
|
6,894
|
|
|
88,946
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(418
|
)
|
|
381
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
$
|
(51,596
|
)
|
|
$
|
10,349
|
|
•
|
progress in our research and development programs, as well as the magnitude of these programs;
|
•
|
the timing, receipt and amount of any payments received in connection with strategic transactions;
|
•
|
the value we receive, or the expenses we are able to reduce, in connection with asset dispositions, if any;
|
•
|
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 that may incorporate new technologies;
|
•
|
our ability to implement cost reductions;
|
•
|
costs we might incur to reacquire previously licensed rights for our own development;
|
•
|
the timing and capital requirements to scale up our various product and service offerings and customer acceptance thereof;
|
•
|
our ability to maintain and establish additional collaborative arrangements and/or new strategic 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 upfront acquisition costs 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.
|
•
|
shift our internal investments from subsidiaries and platforms whose potential for value creation is longer-term to near-term opportunities;
|
•
|
sell certain of our assets or operating subsidiaries to third parties;
|
•
|
reduce operating expenditures; and
|
•
|
reduce or delay capital expenditures, including non-essential facility expansions, lab equipment, and information technology projects.
|
•
|
maintain the diversity of our various portfolio offerings;
|
•
|
develop and commercialize products within planned timelines or at planned scales; and
|
•
|
invest in new research and development efforts.
|
|
Total
|
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than 5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
|
$
|
75,129
|
|
|
$
|
9,952
|
|
|
$
|
19,742
|
|
|
$
|
15,092
|
|
|
$
|
30,343
|
|
Purchase commitments
|
10,384
|
|
|
5,499
|
|
|
4,885
|
|
|
—
|
|
|
—
|
|
|||||
Convertible debt (1)
|
255,743
|
|
|
—
|
|
|
55,743
|
|
|
200,000
|
|
|
—
|
|
|||||
Cash interest payable on convertible debt
|
28,000
|
|
|
7,000
|
|
|
14,000
|
|
|
7,000
|
|
|
—
|
|
|||||
Long-term debt, excluding convertible debt
|
4,570
|
|
|
468
|
|
|
781
|
|
|
706
|
|
|
2,615
|
|
|||||
Contingent consideration
|
585
|
|
|
585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
374,411
|
|
|
$
|
23,504
|
|
|
$
|
95,151
|
|
|
$
|
222,798
|
|
|
$
|
32,958
|
|
(1)
|
The convertible debt may be converted to Intrexon common stock or to the common stock of one of our subsidiaries. See "Notes to the Consolidated Financial Statements (Unaudited) - Note 11" appearing elsewhere in this Quarterly Report for further discussion of these instruments.
|
Exhibit
No.
|
|
Description
|
3.1*
|
|
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of Intrexon Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 15, 2013).
|
|
|
|
3.1A*
|
|
Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.2 of Intrexon Corporation's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2017).
|
|
|
|
3.1B
|
|
|
|
|
|
10.1*
|
|
Intrexon Corporation 2013 Amended and Restated Omnibus Incentive Plan, as amended, Restricted Stock Unit Agreement, by and between Intrexon Corporation and Randal J. Kirk, effective April 1, 2019 (incorporated by reference to Exhibit 10.1 to Intrexon Corporation's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2019).
|
|
|
|
10.2*
|
|
Form of Continuing Employment Agreement (incorporated by reference to Exhibit 10.2 to Intrexon Corporation's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2019).
|
|
|
|
10.3*
|
|
Fourth Amendment to Services Agreement, by and between Intrexon Corporation and Third Security, LLC, dated as of April 19, 2019 (incorporated by reference to Exhibit 10.3 to Intrexon Corporation's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2019).
|
|
|
|
10.4*
|
|
Amendment to the Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan, as amended, effective as of June 12, 2019 (incorporated by reference to Exhibit 10.1 to Intrexon Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 12, 2019).
|
|
|
|
10.5
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
101.0
|
|
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2019, formatted in Inline 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 as of June 30, 2019 and December 31, 2018, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018, (iii) the Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2019 and 2018, (iv) the Consolidated Statements of Shareholders' and Total Equity for the three and six months ended June 30, 2019 and 2018, (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018, and (vi) the Notes to the Consolidated Financial Statements.
|
*
|
Previously filed.
|
**
|
Furnished herewith.
|
|
|
Intrexon Corporation
|
||
|
|
(Registrant)
|
||
|
|
|
||
Date: August 9, 2019
|
|
By:
|
|
/s/ Rick L. Sterling
|
|
|
|
|
Rick L. Sterling
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
The name of the corporation is Intrexon Corporation (the “Corporation”).
|
2.
|
The Amended and Restated Articles of Incorporation of the Corporation, as amended to date, are hereby amended by replacing Article III.B in its entirety with the following:
|
3.
|
The foregoing amendment (the “Amendment”) was adopted on June 12, 2019.
|
4.
|
The Amendment was proposed by the board of directors of the Corporation (the “Board of Directors”) and submitted to the shareholders in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia. Only holders of shares of the Common Stock of the Corporation on April 16, 2019, the record date fixed by the Board of Directors (the “Record Date”), were entitled to vote on the Amendment. The number of shares of Common Stock outstanding on the Record Date, the number of votes entitled to be cast on the Amendment, and the total number of votes cast for and against the Amendment were as follows:
|
INTREXON CORPORATION
|
|
|
|
By:
|
/s/ Donald P. Lehr
|
Name:
|
Donald P. Lehr
|
Title:
|
Chief Legal Officer
|
|
|
Page
|
ARTICLE I. DEFINITIONS
|
||
1.01
|
409A Award
|
|
1.02
|
Affiliate
|
|
1.03
|
Agreement
|
|
1.04
|
Award
|
|
1.05
|
Board
|
|
1.06
|
Cash Award
|
|
1.07
|
Cause
|
|
1.08
|
Change in Control
|
|
1.09
|
Code
|
|
1.10
|
Committee
|
|
1.11
|
Common Stock
|
|
1.12
|
Company
|
|
1.13
|
Control Change Date
|
|
1.14
|
Corresponding SAR
|
|
1.15
|
Disability
|
|
1.16
|
Dividend Equivalent
|
|
1.17
|
Exchange Act
|
|
1.18
|
Fair Market Value
|
|
1.19
|
Full Value Award
|
|
1.20
|
Incentive Award
|
|
1.21
|
Incumbent Board
|
|
1.22
|
Initial Value
|
|
1.23
|
Non-409A Award
|
|
1.24
|
Option
|
|
1.25
|
Other Stock-Based Award
|
|
1.26
|
Participant
|
|
1.27
|
Plan
|
|
1.28
|
Person
|
|
1.29
|
Restricted Stock Award
|
|
1.30
|
Restricted Stock Unit
|
|
1.31
|
Retirement
|
|
1.32
|
SAR
|
|
1.33
|
Termination Date
|
|
ARTICLE II. PURPOSES
|
||
ARTICLE III. TYPES OF AWARDS
|
||
ARTICLE IV. ADMINISTRATION
|
||
4.01
|
General Administration
|
|
4.02
|
Delegation of Authority
|
|
4.03
|
Indemnification of Committee
|
|
ARTICLE V. ELIGIBILITY
|
||
ARTICLE VI. COMMON STOCK SUBJECT TO PLAN
|
||
6.01
|
Common Stock Issued
|
|
6.02
|
Aggregate Limit
|
|
|
Page
|
6.03
|
Share Counting
|
|
ARTICLE VII. OPTIONS
|
||
7.01
|
Grant
|
|
7.02
|
Option Price
|
|
7.03
|
Maximum Term of Option
|
|
7.04
|
Exercise
|
|
7.05
|
Payment
|
|
7.06
|
Stockholder Rights
|
|
ARTICLE VIII. SARS
|
||
8.01
|
Grant
|
|
8.02
|
Maximum Term of SAR
|
|
8.03
|
Exercise
|
|
8.04
|
Settlement
|
|
8.05
|
Stockholder Rights
|
|
ARTICLE IX. RESTRICTED STOCK AWARDS
|
||
9.01
|
Award
|
|
9.02
|
Payment
|
|
9.03
|
Vesting
|
|
9.04
|
Maximum Restriction Period
|
|
9.05
|
Stockholder Rights
|
|
ARTICLE X. RESTRICTED STOCK UNITS
|
||
10.01
|
Grant
|
|
10.02
|
Earning the Award
|
|
10.03
|
Maximum Restricted Stock Unit Award Period
|
|
10.04
|
Payment
|
|
10.05
|
Stockholder Rights
|
|
ARTICLE XI. INCENTIVE AWARDS
|
||
11.01
|
Grant
|
|
11.02
|
Earning the Award
|
|
11.03
|
Maximum Incentive Award Period
|
|
11.04
|
Payment
|
|
11.05
|
Stockholder Rights
|
|
ARTICLE XII. OTHER STOCK-BASED AWARDS
|
||
12.01
|
Other Stock-Based Awards
|
|
12.02
|
Bonus Stock and Awards in Lieu of Other Obligations
|
|
ARTICLE XIII. DIVIDEND EQUIVALENTS AND CASH AWARDS
|
||
13.01
|
Dividend Equivalents
|
|
13.02
|
Cash Awards
|
|
ARTICLE XIV. TERMS APPLICABLE TO ALL AWARDS
|
||
14.01
|
Written Agreement
|
|
14.02
|
Nontransferability
|
|
14.03
|
Transferable Awards
|
|
14.04
|
Participant Status
|
|
14.05
|
Change in Control
|
|
|
Page
|
14.06
|
Stand-Alone, Additional, Tandem and Substitute Awards
|
|
14.07
|
Form and Timing of Payment; Deferrals
|
|
14.08
|
Time and Method of Exercise
|
|
14.09
|
Effect of Termination Date on Options, SARs and Other Stock-Based Awards in the Nature of Purchase Rights
|
|
14.10
|
Non U. S. Participants
|
|
ARTICLE XV. PERFORMANCE-BASED COMPENSATION
|
||
15.01
|
Performance Conditions
|
|
15.02
|
Establishing the Amount of the Award
|
|
15.03
|
Earning the Award
|
|
ARTICLE XVI. ADJUSTMENT UPON CHANGE IN COMMON STOCK
|
||
16.01
|
General Adjustments
|
|
16.02
|
No Adjustments
|
|
16.03
|
Substitute Awards
|
|
16.04
|
Limitation on Adjustments
|
|
ARTICLE XVII. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
|
||
17.01
|
Compliance
|
|
17.02
|
Postponement of Exercise or Payment
|
|
17.03
|
Forfeiture or Reimbursement
|
|
ARTICLE XVIII. LIMITATION ON BENEFITS
|
||
ARTICLE XIX. GENERAL PROVISIONS
|
||
19.01
|
Effect on Service
|
|
19.02
|
Unfunded Plan
|
|
19.03
|
Rules of Construction
|
|
19.04
|
Tax Withholding and Reporting
|
|
19.05
|
Code Section 83(b) Election
|
|
19.06
|
Reservation of Shares
|
|
19.07
|
Governing Law
|
|
19.08
|
Other Actions
|
|
19.09
|
Repurchase of Common Stock
|
|
19.10
|
Other Conditions
|
|
19.11
|
Forfeiture Provisions
|
|
19.12
|
Legends; Payment of Expenses
|
|
19.13
|
Repricing of Awards
|
|
19.14
|
Right of Setoff
|
|
19.15
|
Fractional Shares
|
|
ARTICLE XX. CLAIMS PROCEDURES
|
||
20.01
|
Initial Claim
|
|
20.02
|
Appeal of Claim
|
|
20.03
|
Time to File Suit
|
|
ARTICLE XXI. AMENDMENT
|
||
21.01
|
Amendment of Plan
|
|
21.02
|
Amendment of Awards
|
|
|
|
|
|
|
Page
|
ARTICLE XXII. SECTION 409A PROVISION
|
||
22.01
|
Intent of Awards
|
|
22.02
|
409A Awards
|
|
22.03
|
Election Requirements
|
|
22.04
|
Time of Payment
|
|
22.05
|
Acceleration or Deferral
|
|
22.06
|
Distribution Requirements
|
|
22.07
|
Key Employee Rule
|
|
22.08
|
Distributions Upon Vesting
|
|
22.09
|
Scope and Application of this Provision
|
|
ARTICLE XXIII. EFFECTIVE DATE OF PLAN
|
||
ARTICLE XXIV. DURATION OF PLAN
|
1.01
|
409A Award
|
1.02
|
Affiliate
|
1.03
|
Agreement
|
1.04
|
Award
|
1.05
|
Board
|
1.06
|
Cash Award
|
1.07
|
Cause
|
1.08
|
Change in Control
|
1.09
|
Code
|
1.10
|
Committee
|
1.11
|
Common Stock
|
1.12
|
Company
|
1.13
|
Control Change Date
|
1.14
|
Corresponding SAR
|
1.15
|
Disability
|
1.16
|
Dividend Equivalent
|
1.17
|
Exchange Act
|
1.18
|
Fair Market Value
|
1.19
|
Full Value Award
|
1.20
|
Incentive Award
|
1.21
|
Incumbent Board
|
1.22
|
Initial Value
|
1.23
|
Non-409A Award
|
1.24
|
Option
|
1.25
|
Other Stock-Based Award
|
1.26
|
Participant
|
1.27
|
Plan
|
1.28
|
Person
|
1.29
|
Restricted Stock Award
|
1.30
|
Restricted Stock Unit
|
1.31
|
Retirement
|
1.32
|
SAR
|
1.33
|
Termination Date
|
4.01
|
General Administration
|
4.02
|
Delegation of Authority
|
4.03
|
Indemnification of Committee
|
6.01
|
Common Stock Issued
|
6.02
|
Aggregate Limit
|
6.03
|
Share Counting
|
7.01
|
Grant
|
7.02
|
Option Price
|
7.03
|
Maximum Term of Option
|
7.04
|
Exercise
|
7.05
|
Payment
|
7.06
|
Stockholder Rights
|
8.01
|
Grant
|
8.02
|
Maximum Term of SAR
|
8.03
|
Exercise
|
8.04
|
Settlement
|
8.05
|
Stockholder Rights
|
9.01
|
Award
|
9.02
|
Payment
|
9.03
|
Vesting
|
9.04
|
Maximum Restriction Period
|
9.05
|
Stockholder Rights
|
10.01
|
Grant
|
10.02
|
Earning the Award
|
10.03
|
Maximum Restricted Stock Unit Award Period
|
10.04
|
Payment
|
10.05
|
Stockholder Rights
|
11.01
|
Grant
|
11.02
|
Earning the Award
|
11.03
|
Maximum Incentive Award Period
|
11.04
|
Payment
|
11.05
|
Stockholder Rights
|
12.01
|
Other Stock-Based Awards
|
12.02
|
Bonus Stock and Awards in Lieu of Other Obligations
|
13.01
|
Dividend Equivalents
|
13.02
|
Cash Awards
|
14.01
|
Written Agreement
|
14.02
|
Nontransferability
|
14.03
|
Transferable Awards
|
14.04
|
Participant Status
|
14.05
|
Change in Control
|
14.06
|
Stand-Alone, Additional, Tandem and Substitute Awards
|
14.07
|
Form and Timing of Payment; Deferrals
|
14.08
|
Time and Method of Exercise
|
14.09
|
Effect of Termination Date on Options, SARs and Other Stock-Based Awards in the Nature of Purchase Rights
|
14.10
|
Non U. S. Participants
|
15.01
|
Performance Conditions
|
15.02
|
Establishing the Amount of the Award
|
15.03
|
Earning the Award
|
16.01
|
General Adjustments
|
16.02
|
No Adjustments
|
16.03
|
Substitute Awards
|
16.04
|
Limitation on Adjustments
|
17.01
|
Compliance
|
17.02
|
Postponement of Exercise or Payment
|
17.03
|
Forfeiture or Reimbursement
|
19.01
|
Effect on Service
|
19.02
|
Unfunded Plan
|
19.03
|
Rules of Construction
|
19.04
|
Tax Withholding and Reporting
|
19.05
|
Code Section 83(b) Election
|
19.06
|
Reservation of Shares
|
19.07
|
Governing Law
|
19.08
|
Other Actions
|
19.09
|
Repurchase of Common Stock
|
19.10
|
Other Conditions
|
19.11
|
Forfeiture Provisions
|
19.12
|
Legends; Payment of Expenses
|
19.13
|
Repricing of Awards
|
19.14
|
Right of Setoff
|
19.15
|
Fractional Shares
|
20.01
|
Initial Claim
|
20.02
|
Appeal of Claim
|
20.03
|
Time to File Suit
|
21.01
|
Amendment of Plan
|
21.02
|
Amendment of Awards
|
22.01
|
Intent of Awards
|
22.02
|
409A Awards
|
22.03
|
Election Requirements
|
22.04
|
Time of Payment
|
22.05
|
Acceleration or Deferral
|
22.06
|
Distribution Requirements
|
22.07
|
Key Employee Rule
|
22.08
|
Distributions Upon Vesting
|
22.09
|
Scope and Application of this Provision
|
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, 2019 (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, 2019 (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)
|