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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Intrexon Corporation | NASDAQ:XON | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.65 | 4.63 | 4.73 | 0 | 01:00:00 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
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)
|
|
|
|
20374 Seneca Meadows Parkway
Germantown, Maryland
|
|
20876
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|||
Emerging growth company
|
|
¨
|
|
|
|
|
Item No.
|
|
Page
|
1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
2.
|
||
3.
|
||
4.
|
||
|
||
1.
|
||
1A.
|
||
2.
|
||
6.
|
||
|
•
|
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;
|
•
|
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)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
69,852
|
|
|
$
|
62,607
|
|
Restricted cash
|
6,987
|
|
|
6,987
|
|
||
Short-term investments
|
135,377
|
|
|
174,602
|
|
||
Receivables
|
|
|
|
||||
Trade, net
|
19,698
|
|
|
21,637
|
|
||
Related parties
|
21,787
|
|
|
16,793
|
|
||
Notes, net
|
—
|
|
|
1,500
|
|
||
Other
|
1,716
|
|
|
2,555
|
|
||
Inventory
|
19,083
|
|
|
21,139
|
|
||
Prepaid expenses and other
|
7,170
|
|
|
7,361
|
|
||
Total current assets
|
281,670
|
|
|
315,181
|
|
||
Long-term investments
|
—
|
|
|
5,993
|
|
||
Equity securities
|
21,476
|
|
|
23,522
|
|
||
Investments in preferred stock
|
134,661
|
|
|
129,545
|
|
||
Property, plant and equipment, net
|
68,328
|
|
|
64,672
|
|
||
Intangible assets, net
|
223,074
|
|
|
225,615
|
|
||
Goodwill
|
157,825
|
|
|
157,175
|
|
||
Investments in affiliates
|
23,951
|
|
|
23,655
|
|
||
Other assets
|
4,943
|
|
|
3,710
|
|
||
Total assets
|
$
|
915,928
|
|
|
$
|
949,068
|
|
(Amounts in thousands, except share data)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Liabilities and Total Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
7,950
|
|
|
$
|
8,478
|
|
Accrued compensation and benefits
|
7,480
|
|
|
6,540
|
|
||
Other accrued liabilities
|
16,581
|
|
|
15,776
|
|
||
Deferred revenue
|
50,333
|
|
|
53,364
|
|
||
Lines of credit
|
410
|
|
|
820
|
|
||
Current portion of long term debt
|
388
|
|
|
386
|
|
||
Deferred consideration
|
6,887
|
|
|
8,801
|
|
||
Related party payables
|
621
|
|
|
440
|
|
||
Total current liabilities
|
90,650
|
|
|
94,605
|
|
||
Long term debt, net of current portion
|
7,608
|
|
|
7,562
|
|
||
Deferred revenue, net of current portion
|
246,958
|
|
|
256,778
|
|
||
Deferred tax liabilities
|
16,504
|
|
|
17,007
|
|
||
Other long term liabilities
|
4,047
|
|
|
3,868
|
|
||
Total liabilities
|
365,767
|
|
|
379,820
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
Total equity
|
|
|
|
||||
Common stock, no par value, 200,000,000 shares authorized as of March 31, 2017 and December 31, 2016; 119,552,674 and 118,688,770 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,323,706
|
|
|
1,325,780
|
|
||
Accumulated deficit
|
(762,201
|
)
|
|
(729,341
|
)
|
||
Accumulated other comprehensive loss
|
(32,967
|
)
|
|
(36,202
|
)
|
||
Total Intrexon shareholders' equity
|
528,538
|
|
|
560,237
|
|
||
Noncontrolling interests
|
21,623
|
|
|
9,011
|
|
||
Total equity
|
550,161
|
|
|
569,248
|
|
||
Total liabilities and total equity
|
$
|
915,928
|
|
|
$
|
949,068
|
|
(Amounts in thousands, except share and per share data)
|
Three Months Ended
March 31, |
||||||
2017
|
|
2016
|
|||||
Revenues
|
|
|
|
||||
Collaboration and licensing revenues, including $28,887 and $19,999 from related parties during the three months ended March 31, 2017 and 2016, respectively
|
$
|
33,065
|
|
|
$
|
24,073
|
|
Product revenues
|
8,130
|
|
|
8,555
|
|
||
Service revenues
|
12,031
|
|
|
10,665
|
|
||
Other revenues
|
521
|
|
|
145
|
|
||
Total revenues
|
53,747
|
|
|
43,438
|
|
||
Operating Expenses
|
|
|
|
||||
Cost of products
|
9,006
|
|
|
9,562
|
|
||
Cost of services
|
6,804
|
|
|
5,672
|
|
||
Research and development
|
34,180
|
|
|
25,856
|
|
||
Selling, general and administrative
|
35,138
|
|
|
42,881
|
|
||
Total operating expenses
|
85,128
|
|
|
83,971
|
|
||
Operating loss
|
(31,381
|
)
|
|
(40,533
|
)
|
||
Other Income (Expense), Net
|
|
|
|
||||
Unrealized depreciation in fair value of equity securities and preferred stock
|
(1,622
|
)
|
|
(22,331
|
)
|
||
Interest expense
|
(179
|
)
|
|
(265
|
)
|
||
Interest and dividend income
|
4,624
|
|
|
610
|
|
||
Other income, net
|
595
|
|
|
561
|
|
||
Total other income (expense), net
|
3,418
|
|
|
(21,425
|
)
|
||
Equity in net loss of affiliates
|
(4,947
|
)
|
|
(5,643
|
)
|
||
Loss before income taxes
|
(32,910
|
)
|
|
(67,601
|
)
|
||
Income tax benefit
|
533
|
|
|
2,281
|
|
||
Net loss
|
$
|
(32,377
|
)
|
|
$
|
(65,320
|
)
|
Net loss attributable to the noncontrolling interests
|
978
|
|
|
891
|
|
||
Net loss attributable to Intrexon
|
$
|
(31,399
|
)
|
|
$
|
(64,429
|
)
|
Net loss attributable to Intrexon per share, basic and diluted
|
$
|
(0.26
|
)
|
|
$
|
(0.55
|
)
|
Weighted average shares outstanding, basic and diluted
|
118,956,780
|
|
|
116,861,151
|
|
|
Three Months Ended
March 31, |
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(32,377
|
)
|
|
$
|
(65,320
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized gain (loss) on investments
|
(20
|
)
|
|
587
|
|
||
Gain on foreign currency translation adjustments
|
3,252
|
|
|
698
|
|
||
Comprehensive loss
|
(29,145
|
)
|
|
(64,035
|
)
|
||
Comprehensive loss attributable to the noncontrolling interests
|
981
|
|
|
923
|
|
||
Comprehensive loss attributable to Intrexon
|
$
|
(28,164
|
)
|
|
$
|
(63,112
|
)
|
(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
|
—
|
|
|
—
|
|
|
7,889
|
|
|
—
|
|
|
—
|
|
|
7,889
|
|
|
5
|
|
|
7,894
|
|
|||||||
Exercises of stock options
|
10,343
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|||||||
Shares issued as payment for services
|
151,396
|
|
|
—
|
|
|
2,915
|
|
|
—
|
|
|
—
|
|
|
2,915
|
|
|
—
|
|
|
2,915
|
|
|||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,399
|
)
|
|
(31,399
|
)
|
|
(978
|
)
|
|
(32,377
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,235
|
|
|
—
|
|
|
3,235
|
|
|
(3
|
)
|
|
3,232
|
|
|||||||
Balances at March 31, 2017
|
119,552,674
|
|
|
$
|
—
|
|
|
$
|
1,323,706
|
|
|
$
|
(32,967
|
)
|
|
$
|
(762,201
|
)
|
|
$
|
528,538
|
|
|
$
|
21,623
|
|
|
$
|
550,161
|
|
|
Three Months Ended
March 31, |
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(32,377
|
)
|
|
$
|
(65,320
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
7,400
|
|
|
5,648
|
|
||
Loss on disposal of property, plant and equipment
|
566
|
|
|
185
|
|
||
Unrealized depreciation on equity securities and preferred stock
|
1,622
|
|
|
22,331
|
|
||
Noncash dividend income
|
(3,926
|
)
|
|
—
|
|
||
Amortization of discount/premium on investments
|
198
|
|
|
320
|
|
||
Equity in net loss of affiliates
|
4,947
|
|
|
5,643
|
|
||
Stock-based compensation expense
|
7,894
|
|
|
13,188
|
|
||
Shares issued as payment for services
|
2,915
|
|
|
3,083
|
|
||
Provision for bad debts
|
9
|
|
|
840
|
|
||
Deferred income taxes
|
(638
|
)
|
|
(2,188
|
)
|
||
Other noncash items
|
(146
|
)
|
|
193
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables:
|
|
|
|
||||
Trade
|
1,931
|
|
|
3,022
|
|
||
Related parties
|
(4,994
|
)
|
|
7,578
|
|
||
Notes
|
—
|
|
|
(12
|
)
|
||
Other
|
859
|
|
|
(168
|
)
|
||
Inventory
|
2,058
|
|
|
1,485
|
|
||
Prepaid expenses and other
|
210
|
|
|
143
|
|
||
Other assets
|
(526
|
)
|
|
839
|
|
||
Accounts payable
|
(990
|
)
|
|
2,393
|
|
||
Accrued compensation and benefits
|
924
|
|
|
(10,773
|
)
|
||
Other accrued liabilities
|
69
|
|
|
4,724
|
|
||
Deferred revenue
|
(13,011
|
)
|
|
3,050
|
|
||
Related party payables
|
161
|
|
|
208
|
|
||
Other long term liabilities
|
156
|
|
|
(21
|
)
|
||
Net cash used in operating activities
|
(24,689
|
)
|
|
(3,609
|
)
|
|
Three Months Ended
March 31, |
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Cash flows from investing activities
|
|
|
|
||||
Maturities of investments
|
45,000
|
|
|
18,000
|
|
||
Purchases of preferred stock and warrants
|
(1,161
|
)
|
|
—
|
|
||
Investments in affiliates
|
(4,579
|
)
|
|
(2,721
|
)
|
||
Cash paid in asset acquisition
|
—
|
|
|
(7,244
|
)
|
||
Purchases of property, plant and equipment
|
(6,343
|
)
|
|
(4,257
|
)
|
||
Proceeds from sale of property, plant and equipment
|
137
|
|
|
102
|
|
||
Proceeds from repayment of notes receivable
|
1,500
|
|
|
—
|
|
||
Net cash provided by investing activities
|
34,554
|
|
|
3,880
|
|
||
Cash flows from financing activities
|
|
|
|
||||
Acquisitions of noncontrolling interests
|
(913
|
)
|
|
—
|
|
||
Advances from lines of credit
|
1,678
|
|
|
812
|
|
||
Repayments of advances from lines of credit
|
(2,088
|
)
|
|
(837
|
)
|
||
Proceeds from long term debt
|
126
|
|
|
—
|
|
||
Payments of long term debt
|
(123
|
)
|
|
(160
|
)
|
||
Payments of deferred consideration for acquisitions
|
(1,991
|
)
|
|
—
|
|
||
Proceeds from stock option exercises
|
175
|
|
|
9,777
|
|
||
Payment of stock issuance costs
|
(10
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(3,146
|
)
|
|
9,592
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
526
|
|
|
88
|
|
||
Net increase in cash and cash equivalents
|
7,245
|
|
|
9,951
|
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
62,607
|
|
|
135,782
|
|
||
End of period
|
$
|
69,852
|
|
|
$
|
145,733
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
70
|
|
|
$
|
70
|
|
Significant noncash financing and investing activities
|
|
|
|
||||
Stock received as consideration for collaboration agreements
|
$
|
—
|
|
|
$
|
9,333
|
|
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
|
1,132
|
|
|
839
|
|
||
Proceeds from stock option exercises included in other receivables
|
—
|
|
|
3,553
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Current assets
|
$
|
75,902
|
|
|
$
|
77,761
|
|
Non-current assets
|
12,016
|
|
|
11,040
|
|
||
Total assets
|
87,918
|
|
|
88,801
|
|
||
Current liabilities
|
14,095
|
|
|
11,588
|
|
||
Net assets
|
$
|
73,823
|
|
|
$
|
77,213
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
4,842
|
|
|
$
|
6,143
|
|
|
$
|
10,985
|
|
Oragenics, Inc.
|
263
|
|
|
306
|
|
|
569
|
|
|||
Fibrocell Science, Inc.
|
605
|
|
|
1,134
|
|
|
1,739
|
|
|||
Genopaver, LLC
|
69
|
|
|
1,611
|
|
|
1,680
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
303
|
|
|
303
|
|
|||
OvaXon, LLC
|
—
|
|
|
824
|
|
|
824
|
|
|||
Intrexon Energy Partners, LLC
|
625
|
|
|
4,461
|
|
|
5,086
|
|
|||
Persea Bio, LLC
|
125
|
|
|
164
|
|
|
289
|
|
|||
Ares Trading S.A.
|
1,597
|
|
|
1,718
|
|
|
3,315
|
|
|||
Intrexon Energy Partners II, LLC
|
500
|
|
|
649
|
|
|
1,149
|
|
|||
Intrexon T1D Partners, LLC
|
264
|
|
|
868
|
|
|
1,132
|
|
|||
Harvest start-up entities (1)
|
601
|
|
|
2,762
|
|
|
3,363
|
|
|||
Other
|
1,833
|
|
|
798
|
|
|
2,631
|
|
|||
Total
|
$
|
11,324
|
|
|
$
|
21,741
|
|
|
$
|
33,065
|
|
(1)
|
For the
three months ended March 31, 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 March 31, 2016
|
||||||||||
|
Revenue Recognized From
|
|
Total
|
||||||||
|
Upfront and Milestone Payments
|
|
Research and Development Services
|
|
|||||||
ZIOPHARM Oncology, Inc.
|
$
|
922
|
|
|
$
|
6,059
|
|
|
$
|
6,981
|
|
Oragenics, Inc.
|
263
|
|
|
543
|
|
|
806
|
|
|||
Fibrocell Science, Inc.
|
605
|
|
|
1,252
|
|
|
1,857
|
|
|||
Genopaver, LLC
|
69
|
|
|
1,509
|
|
|
1,578
|
|
|||
S & I Ophthalmic, LLC
|
—
|
|
|
1,186
|
|
|
1,186
|
|
|||
OvaXon, LLC
|
—
|
|
|
694
|
|
|
694
|
|
|||
Intrexon Energy Partners, LLC
|
625
|
|
|
3,363
|
|
|
3,988
|
|
|||
Persea Bio, LLC
|
125
|
|
|
199
|
|
|
324
|
|
|||
Ares Trading S.A.
|
1,597
|
|
|
808
|
|
|
2,405
|
|
|||
Intrexon Energy Partners II, LLC
|
500
|
|
|
50
|
|
|
550
|
|
|||
Harvest start-up entities (1)
|
46
|
|
|
388
|
|
|
434
|
|
|||
Other
|
1,020
|
|
|
2,250
|
|
|
3,270
|
|
|||
Total
|
$
|
5,772
|
|
|
$
|
18,301
|
|
|
$
|
24,073
|
|
(1)
|
For the
three months ended March 31, 2016
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Upfront and milestone payments
|
$
|
287,677
|
|
|
$
|
297,867
|
|
Prepaid research and development services
|
3,899
|
|
|
6,015
|
|
||
Prepaid product and service revenues
|
5,613
|
|
|
5,554
|
|
||
Other
|
102
|
|
|
706
|
|
||
Total
|
$
|
297,291
|
|
|
$
|
310,142
|
|
Current portion of deferred revenue
|
$
|
50,333
|
|
|
$
|
53,364
|
|
Long-term portion of deferred revenue
|
246,958
|
|
|
256,778
|
|
||
Total
|
$
|
297,291
|
|
|
$
|
310,142
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
ZIOPHARM Oncology, Inc.
|
$
|
133,967
|
|
|
$
|
138,809
|
|
Oragenics, Inc.
|
7,503
|
|
|
7,766
|
|
||
Fibrocell Science, Inc.
|
18,421
|
|
|
19,026
|
|
||
Genopaver, LLC
|
1,908
|
|
|
1,977
|
|
||
Intrexon Energy Partners, LLC
|
17,500
|
|
|
18,125
|
|
||
Persea Bio, LLC
|
3,875
|
|
|
4,000
|
|
||
Ares Trading S.A.
|
45,581
|
|
|
47,178
|
|
||
Intrexon Energy Partners II, LLC
|
15,333
|
|
|
15,833
|
|
||
Intrexon T1D Partners, LLC
|
8,492
|
|
|
8,653
|
|
||
Harvest start-up entities (1)
|
19,681
|
|
|
20,208
|
|
||
Other
|
15,416
|
|
|
16,292
|
|
||
Total
|
$
|
287,677
|
|
|
$
|
297,867
|
|
(1)
|
As of
March 31, 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
|
$
|
135,214
|
|
|
$
|
1
|
|
|
$
|
(110
|
)
|
|
$
|
135,105
|
|
Certificates of deposit
|
272
|
|
|
—
|
|
|
—
|
|
|
272
|
|
||||
Total
|
$
|
135,486
|
|
|
$
|
1
|
|
|
$
|
(110
|
)
|
|
$
|
135,377
|
|
|
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
|
|
|
Three Months Ended
March 31, 2017 |
||
Beginning balance
|
$
|
129,545
|
|
Purchase of preferred stock
|
766
|
|
|
Dividend income from investments in preferred stock
|
3,926
|
|
|
Unrealized appreciation in the fair value of the investments in preferred stock
|
424
|
|
|
Ending balance
|
$
|
134,661
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
March 31,
2017 |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
$
|
—
|
|
|
$
|
135,105
|
|
|
$
|
—
|
|
|
$
|
135,105
|
|
Equity securities
|
14,664
|
|
|
6,812
|
|
|
—
|
|
|
21,476
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
|
134,661
|
|
|
134,661
|
|
||||
Other
|
—
|
|
|
2,589
|
|
|
—
|
|
|
2,589
|
|
||||
Total
|
$
|
14,664
|
|
|
$
|
144,506
|
|
|
$
|
134,661
|
|
|
$
|
293,831
|
|
|
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
|
|
|
Three Months Ended
March 31, 2017 |
||
Beginning balance
|
$
|
2,081
|
|
Change in fair value of contingent consideration recognized in selling, general and administrative expenses
|
79
|
|
|
Ending balance
|
$
|
2,160
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Supplies, embryos and other production materials
|
$
|
1,868
|
|
|
$
|
1,835
|
|
Work in process
|
5,412
|
|
|
5,466
|
|
||
Livestock
|
10,268
|
|
|
11,752
|
|
||
Feed
|
1,535
|
|
|
2,086
|
|
||
Total inventory
|
$
|
19,083
|
|
|
$
|
21,139
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Land and land improvements
|
$
|
11,005
|
|
|
$
|
10,904
|
|
Buildings and building improvements
|
8,126
|
|
|
8,123
|
|
||
Furniture and fixtures
|
2,232
|
|
|
2,176
|
|
||
Equipment
|
46,340
|
|
|
44,392
|
|
||
Leasehold improvements
|
16,080
|
|
|
15,105
|
|
||
Breeding stock
|
3,824
|
|
|
3,893
|
|
||
Computer hardware and software
|
6,980
|
|
|
6,844
|
|
||
Trees
|
3,271
|
|
|
2,772
|
|
||
Construction and other assets in progress
|
7,157
|
|
|
4,513
|
|
||
|
105,015
|
|
|
98,722
|
|
||
Less: Accumulated depreciation and amortization
|
(36,687
|
)
|
|
(34,050
|
)
|
||
Property, plant and equipment, net
|
$
|
68,328
|
|
|
$
|
64,672
|
|
Balance at December 31, 2016
|
$
|
157,175
|
|
Foreign currency translation adjustments
|
650
|
|
|
Balance at March 31, 2017
|
$
|
157,825
|
|
|
Weighted Average Useful Life (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Patents, developed technologies and know-how
|
15.9
|
|
$
|
238,513
|
|
|
$
|
(33,789
|
)
|
|
$
|
204,724
|
|
Customer relationships
|
6.5
|
|
10,700
|
|
|
(5,156
|
)
|
|
5,544
|
|
|||
Trademarks
|
9.3
|
|
6,800
|
|
|
(1,986
|
)
|
|
4,814
|
|
|||
In-process research and development
|
|
|
7,992
|
|
|
—
|
|
|
7,992
|
|
|||
Total
|
|
|
$
|
264,005
|
|
|
$
|
(40,931
|
)
|
|
$
|
223,074
|
|
|
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
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Notes payable
|
$
|
5,343
|
|
|
$
|
5,453
|
|
Royalty-based financing
|
1,940
|
|
|
1,896
|
|
||
Other
|
713
|
|
|
599
|
|
||
Long term debt
|
7,996
|
|
|
7,948
|
|
||
Less current portion
|
388
|
|
|
386
|
|
||
Long term debt, less current portion
|
$
|
7,608
|
|
|
$
|
7,562
|
|
2017
|
$
|
291
|
|
2018
|
430
|
|
|
2019
|
395
|
|
|
2020
|
365
|
|
|
2021
|
798
|
|
|
2022
|
346
|
|
|
Thereafter
|
3,431
|
|
|
Total
|
$
|
6,056
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Unrealized loss on investments
|
$
|
(109
|
)
|
|
$
|
(89
|
)
|
Loss on foreign currency translation adjustments
|
(32,858
|
)
|
|
(36,113
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(32,967
|
)
|
|
$
|
(36,202
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cost of products
|
$
|
26
|
|
|
$
|
20
|
|
Cost of services
|
78
|
|
|
68
|
|
||
Research and development
|
2,193
|
|
|
2,565
|
|
||
Selling, general and administrative
|
5,597
|
|
|
10,535
|
|
||
Total
|
$
|
7,894
|
|
|
$
|
13,188
|
|
|
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
|
3,020,950
|
|
|
21.32
|
|
|
|
|
Adjustment due to dividend (Note 13)
|
46,766
|
|
|
31.11
|
|
|
|
|
Exercised
|
(10,343
|
)
|
|
(16.93
|
)
|
|
|
|
Forfeited
|
(2,058,040
|
)
|
|
(29.89
|
)
|
|
|
|
Expired
|
(7,209
|
)
|
|
(36.72
|
)
|
|
|
|
Balances at March 31, 2017
|
12,632,507
|
|
|
28.99
|
|
|
8.19
|
|
Exercisable at March 31, 2017
|
4,444,346
|
|
|
28.73
|
|
|
6.85
|
2017
|
$
|
3,901
|
|
2018
|
6,376
|
|
|
2019
|
6,227
|
|
|
2020
|
6,235
|
|
|
2021
|
5,588
|
|
|
2022
|
4,780
|
|
|
Thereafter
|
19,265
|
|
|
Total
|
$
|
52,372
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Historical net loss per share:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net loss attributable to Intrexon
|
$
|
(31,399
|
)
|
|
$
|
(64,429
|
)
|
Denominator:
|
|
|
|
||||
Weighted average shares outstanding, basic and diluted
|
118,956,780
|
|
|
116,861,151
|
|
||
Net loss attributable to Intrexon per share, basic and diluted
|
$
|
(0.26
|
)
|
|
$
|
(0.55
|
)
|
•
|
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
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Expansion or improvement of our platform technologies
|
$
|
2,803
|
|
|
$
|
2,869
|
|
Specific applications of our technologies in support of current and prospective collaborators and licensees
|
19,173
|
|
|
13,953
|
|
||
Expansion or improvement of our product and service offerings
|
6,352
|
|
|
3,993
|
|
||
Other
|
5,852
|
|
|
5,041
|
|
||
Total research and development expenses
|
$
|
34,180
|
|
|
$
|
25,856
|
|
|
Three Months Ended
March 31, |
|
Dollar
Change
|
|
Percent
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Collaboration and licensing revenues
|
$
|
33,065
|
|
|
$
|
24,073
|
|
|
$
|
8,992
|
|
|
37.4
|
%
|
Product revenues
|
8,130
|
|
|
8,555
|
|
|
(425
|
)
|
|
(5.0
|
)%
|
|||
Service revenues
|
12,031
|
|
|
10,665
|
|
|
1,366
|
|
|
12.8
|
%
|
|||
Other revenues
|
521
|
|
|
145
|
|
|
376
|
|
|
>200%
|
|
|||
Total revenues
|
53,747
|
|
|
43,438
|
|
|
10,309
|
|
|
23.7
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||
Cost of products
|
9,006
|
|
|
9,562
|
|
|
(556
|
)
|
|
(5.8
|
)%
|
|||
Cost of services
|
6,804
|
|
|
5,672
|
|
|
1,132
|
|
|
20.0
|
%
|
|||
Research and development
|
34,180
|
|
|
25,856
|
|
|
8,324
|
|
|
32.2
|
%
|
|||
Selling, general and administrative
|
35,138
|
|
|
42,881
|
|
|
(7,743
|
)
|
|
(18.1
|
)%
|
|||
Total operating expenses
|
85,128
|
|
|
83,971
|
|
|
1,157
|
|
|
1.4
|
%
|
|||
Operating loss
|
(31,381
|
)
|
|
(40,533
|
)
|
|
9,152
|
|
|
(22.6
|
)%
|
|||
Total other income (expense), net
|
3,418
|
|
|
(21,425
|
)
|
|
24,843
|
|
|
116.0
|
%
|
|||
Equity in loss of affiliates
|
(4,947
|
)
|
|
(5,643
|
)
|
|
696
|
|
|
(12.3
|
)%
|
|||
Loss before income taxes
|
(32,910
|
)
|
|
(67,601
|
)
|
|
34,691
|
|
|
(51.3
|
)%
|
|||
Income tax benefit
|
533
|
|
|
2,281
|
|
|
(1,748
|
)
|
|
(76.6
|
)%
|
|||
Net loss
|
(32,377
|
)
|
|
(65,320
|
)
|
|
32,943
|
|
|
(50.4
|
)%
|
|||
Net loss attributable to noncontrolling interests
|
978
|
|
|
891
|
|
|
87
|
|
|
9.8
|
%
|
|||
Net loss attributable to Intrexon
|
$
|
(31,399
|
)
|
|
$
|
(64,429
|
)
|
|
$
|
33,030
|
|
|
(51.3
|
)%
|
|
Three Months Ended
March 31, |
|
Dollar
Change |
||||||||
|
2017
|
|
2016
|
|
|||||||
|
(In thousands)
|
||||||||||
ZIOPHARM Oncology, Inc.
|
$
|
10,985
|
|
|
$
|
6,981
|
|
|
$
|
4,004
|
|
Oragenics, Inc.
|
569
|
|
|
806
|
|
|
(237
|
)
|
|||
Fibrocell Science, Inc.
|
1,739
|
|
|
1,857
|
|
|
(118
|
)
|
|||
Genopaver, LLC
|
1,680
|
|
|
1,578
|
|
|
102
|
|
|||
S & I Ophthalmic, LLC
|
303
|
|
|
1,186
|
|
|
(883
|
)
|
|||
OvaXon, LLC
|
824
|
|
|
694
|
|
|
130
|
|
|||
Intrexon Energy Partners, LLC
|
5,086
|
|
|
3,988
|
|
|
1,098
|
|
|||
Persea Bio, LLC
|
289
|
|
|
324
|
|
|
(35
|
)
|
|||
Ares Trading S.A.
|
3,315
|
|
|
2,405
|
|
|
910
|
|
|||
Intrexon Energy Partners II, LLC
|
1,149
|
|
|
550
|
|
|
599
|
|
|||
Intrexon T1D Partners, LLC
|
1,132
|
|
|
—
|
|
|
1,132
|
|
|||
Harvest Start-up Entities (1)
|
3,363
|
|
|
434
|
|
|
2,929
|
|
|||
Other
|
2,631
|
|
|
3,270
|
|
|
(639
|
)
|
|||
Total
|
$
|
33,065
|
|
|
$
|
24,073
|
|
|
$
|
8,992
|
|
(1)
|
For the
three months ended March 31, 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 March 31, 2016
, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(24,689
|
)
|
|
$
|
(3,609
|
)
|
Investing activities
|
34,554
|
|
|
3,880
|
|
||
Financing activities
|
(3,146
|
)
|
|
9,592
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
526
|
|
|
88
|
|
||
Net increase in cash and cash equivalents
|
$
|
7,245
|
|
|
$
|
9,951
|
|
•
|
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 (2)
|
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than 5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases (1)
|
$
|
52,372
|
|
|
$
|
5,549
|
|
|
$
|
12,522
|
|
|
$
|
11,461
|
|
|
$
|
22,840
|
|
Deferred consideration
|
6,887
|
|
|
6,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments
|
6,705
|
|
|
1,901
|
|
|
4,804
|
|
|
—
|
|
|
—
|
|
|||||
Long term debt
|
6,056
|
|
|
389
|
|
|
824
|
|
|
1,155
|
|
|
3,688
|
|
|||||
Contingent consideration
|
2,160
|
|
|
—
|
|
|
2,160
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
74,180
|
|
|
$
|
14,726
|
|
|
$
|
20,310
|
|
|
$
|
12,616
|
|
|
$
|
26,528
|
|
(1)
|
In April 2017, we entered into a land lease agreement to commence in October 2017 to be used for our Arctic apples. The initial term is through September 2037, and future minimum lease payments under this leasing arrangement total approximately $4.1 million and are excluded from the table above. We have the right to terminate the lease with six months' advance written notice under certain circumstances as defined in the lease agreement.
|
(2)
|
In April 2017, we provided a commitment letter for an unsecured $2.4 million loan to Oragenics, Inc., or Oragenics, that will mature two years after issuance of the loan, bears interest at 12% per annum, and is conditional on Oragenics raising at least an additional $2.7 million in gross proceeds from an equity financing.
|
•
|
the issuance of 103,930 unregistered shares of our common stock in January, February, and March 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, and
|
•
|
the issuance of 480,422 unregistered shares of our common stock in March 2017, as payment of deferred consideration in connection with our acquisition of Oxitec Limited as previously discussed in our Current Reports on Form 8-K filed on August 12, 2015 and September 8, 2015.
|
Exhibit
No.
|
|
Description
|
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 as of April 1, 2017 (incorporated by reference to Exhibit 10.1 to Intrexon Corporation's Current Report on Form 8-K filed on March 31, 2017 with the Securities and Exchange Commission).
|
|
|
|
31.1
|
|
Certification of Randal J. Kirk, Chairman and Chief Executive Officer (Principal Executive Officer) of Intrexon Corporation, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Rick L. Sterling, Chief Financial Officer (Principal Financial Officer) of Intrexon Corporation, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certification of Randal J. Kirk, Chairman and Chief Executive Officer (Principal Executive Officer) of Intrexon Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2**
|
|
Certification of Rick L. Sterling, Chief Financial Officer (Principal Financial Officer) of Intrexon Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.0
|
|
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 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 March 31, 2017 and December 31, 2016, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016, (iii) the Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2017 and 2016, (iv) the Consolidated Statements of Shareholders\' and Total Equity for the three months ended March 31, 2017, (v) the Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (vi) the Notes to Consolidated Financial Statements.
|
**
|
Furnished herewith.
|
†
|
Indicates management contract or compensatory plan.
|
|
|
Intrexon Corporation
|
||
|
|
(Registrant)
|
||
|
|
|
||
Date: May 10, 2017
|
|
By:
|
|
/s/ Rick L. Sterling
|
|
|
|
|
Rick L. Sterling
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
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