SEC Company Response from PRECIGEN, INC. (PGEN) (CIK 0001356090) (PGEN) — Apr 19, 2018
PRECIGEN, INC. (PGEN) (CIK 0001356090)
Date: April 19, 2018 · CIK: 0001356090 · Accession: 0001193125-18-122555
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36042
Referenced dates: April 9, 2018
Letter
VIA EDGAR Office of Beverages, Apparel and Mining Division of Corporation Finance Securities and Exchange Commission Re: Intrexon Corporation Form 10-K for the Fiscal Year Ended December 31, 2017 Filed March 1, 2018 File Number 001-36042
Dear Mr. Parker:
We have reviewed the comments of the staff (the “Staff”) of the Securities and Exchange Commission, as set forth in its letter dated April 9, 2018, with respect to the above-referenced filing. Enclosed herewith are the Staff’s comments followed by responses on behalf of Intrexon Corporation (the “Company”).
Form 10-K for the Fiscal Year Ended December 31, 2017
Financial Statements
Consolidated Balance Sheets, page F-5
Comment:
1. Please disclose your deferred revenue from related parties on the face of the balance sheet. Refer to Rule 4-08(k) of Regulation S-X.
Response:
The Company confirms that in future quarterly and annual filings, starting with the Company’s Form 10-Q for the period ended March 31, 2018 (the “March 31, 2018 10-Q”), it will disclose deferred revenue from related parties on the face of the balance sheet,
Mr. Joel Parker
April 19, 2018
Page of 4
consistent with the Staff’s comment. Below, using the balance sheet at December 31, 2017 and 2016 disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2017 (the “2017 10-K”), is an illustrative example of the disclosure the Company will include in future filings (new language is underlined):
Intrexon Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2017 and 2016
(Amounts in thousands, except share data)
Liabilities and Total Equity
Current liabilities
Accounts payable
$ 8,701
$ 8,478
Accrued compensation and benefits
6,474
6,540
Other accrued liabilities
21,080
15,776
Deferred revenue, including $29,155 and $33,802 from related parties as of December 31, 2017 and 2016, respectively
42,870
53,364
Lines of credit
Current portion of long term debt
Deferred consideration
—
8,801
Related party payables
Total current liabilities
80,173
94,605
Long term debt, net of current portion
7,535
7,562
Deferred revenue, net of current portion, including $157,628 and $214,301 from related parties as of December 31, 2017 and 2016, respectively
193,527
256,778
Deferred tax liabilities, net
15,620
17,007
Other long term liabilities
3,451
3,868
Total liabilities
300,306
379,820
Commitments and contingencies (Note 17)
Total equity
Common stock, no par value, 200,000,000 shares authorized as of December 31, 2017 and 2016; and 122,087,040 shares and 118,688,770 shares issued and outstanding as of December 31, 2017 and 2016, respectively
—
—
Additional paid-in capital
1,397,005
1,325,780
Accumulated deficit
(847,820 )
(729,341 )
Accumulated other comprehensive loss
(15,554 )
(36,202 )
Total Intrexon shareholders’ equity
533,631
560,237
Noncontrolling interests
12,914
9,011
Total equity
546,545
569,248
Total liabilities and total equity
$ 846,851
$ 949,068
Mr. Joel Parker
April 19, 2018
Page of 4
Notes to Consolidated Financial Statements
5. Collaboration and Licensing Revenue, page F-32
Comment:
2. Please disclose the estimated remaining performance period for your significant collaboration agreements.
Response:
The Company confirms that in future quarterly and annual filings, starting with the March 31, 2018 Form 10-Q, it will disclose the estimated remaining performance period for its significant collaboration agreements, consistent with the Staff’s comment. Below, using disclosure from the 2017 10-K, is an illustrative example of the disclosure the Company will include in future filings (new language is underlined):
The following table summarizes the remaining balance of deferred revenue associated with upfront and milestone payments for each significant collaboration and licensing agreement as of December 31, 2017 and 2016, including the estimated, average remaining performance period as of December 31, 2017.
Average Remaining Performance Period (Years)
December 31,
ZIOPHARM Oncology, Inc.
6.0
$ 90,496
$ 138,809
Oragenics, Inc.
6.4
6,719
7,766
Fibrocell Science, Inc.
6.9
16,607
19,026
Genopaver, LLC
6.3
1,704
1,977
Intrexon Energy Partners, LLC
6.3
15,625
18,125
Persea Bio, LLC
7.0
3,500
4,000
Ares Trading S.A.
6.4
40,789
47,178
Intrexon Energy Partners II, LLC
6.9
13,833
15,833
Intrexon T1D Partners, LLC
7.2
8,435
8,653
Harvest start-up entities (1)
7.4
18,400
20,208
Other
4.3
14,423
16,292
Total
$ 230,531
$ 297,867
(1) As of December 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.
* * * * *
Mr. Joel Parker
April 19, 2018
Page of 4
If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to call me at (301) 556-9900.
Very truly yours,
/s/ Rick L. Sterling
Show Raw Text
CORRESP 1 filename1.htm CORRESP INTREXON CORPORATION 20374 Seneca Meadows Parkway Germantown, Maryland 20876 Telephone: (301) 556-9900 April 19, 2018 VIA EDGAR Mr. Joel Parker Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Intrexon Corporation Form 10-K for the Fiscal Year Ended December 31, 2017 Filed March 1, 2018 File Number 001-36042 Dear Mr. Parker: We have reviewed the comments of the staff (the “Staff”) of the Securities and Exchange Commission, as set forth in its letter dated April 9, 2018, with respect to the above-referenced filing. Enclosed herewith are the Staff’s comments followed by responses on behalf of Intrexon Corporation (the “Company”). Form 10-K for the Fiscal Year Ended December 31, 2017 Financial Statements Consolidated Balance Sheets, page F-5 Comment: 1. Please disclose your deferred revenue from related parties on the face of the balance sheet. Refer to Rule 4-08(k) of Regulation S-X. Response: The Company confirms that in future quarterly and annual filings, starting with the Company’s Form 10-Q for the period ended March 31, 2018 (the “March 31, 2018 10-Q”), it will disclose deferred revenue from related parties on the face of the balance sheet, Mr. Joel Parker April 19, 2018 Page 2 of 4 consistent with the Staff’s comment. Below, using the balance sheet at December 31, 2017 and 2016 disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2017 (the “2017 10-K”), is an illustrative example of the disclosure the Company will include in future filings (new language is underlined): Intrexon Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2017 and 2016 (Amounts in thousands, except share data) 2017 2016 Liabilities and Total Equity Current liabilities Accounts payable $ 8,701 $ 8,478 Accrued compensation and benefits 6,474 6,540 Other accrued liabilities 21,080 15,776 Deferred revenue, including $29,155 and $33,802 from related parties as of December 31, 2017 and 2016, respectively 42,870 53,364 Lines of credit 233 820 Current portion of long term debt 502 386 Deferred consideration — 8,801 Related party payables 313 440 Total current liabilities 80,173 94,605 Long term debt, net of current portion 7,535 7,562 Deferred revenue, net of current portion, including $157,628 and $214,301 from related parties as of December 31, 2017 and 2016, respectively 193,527 256,778 Deferred tax liabilities, net 15,620 17,007 Other long term liabilities 3,451 3,868 Total liabilities 300,306 379,820 Commitments and contingencies (Note 17) Total equity Common stock, no par value, 200,000,000 shares authorized as of December 31, 2017 and 2016; and 122,087,040 shares and 118,688,770 shares issued and outstanding as of December 31, 2017 and 2016, respectively — — Additional paid-in capital 1,397,005 1,325,780 Accumulated deficit (847,820 ) (729,341 ) Accumulated other comprehensive loss (15,554 ) (36,202 ) Total Intrexon shareholders’ equity 533,631 560,237 Noncontrolling interests 12,914 9,011 Total equity 546,545 569,248 Total liabilities and total equity $ 846,851 $ 949,068 Mr. Joel Parker April 19, 2018 Page 3 of 4 Notes to Consolidated Financial Statements 5. Collaboration and Licensing Revenue, page F-32 Comment: 2. Please disclose the estimated remaining performance period for your significant collaboration agreements. Response: The Company confirms that in future quarterly and annual filings, starting with the March 31, 2018 Form 10-Q, it will disclose the estimated remaining performance period for its significant collaboration agreements, consistent with the Staff’s comment. Below, using disclosure from the 2017 10-K, is an illustrative example of the disclosure the Company will include in future filings (new language is underlined): The following table summarizes the remaining balance of deferred revenue associated with upfront and milestone payments for each significant collaboration and licensing agreement as of December 31, 2017 and 2016, including the estimated, average remaining performance period as of December 31, 2017. Average Remaining Performance Period (Years) December 31, 2017 2016 ZIOPHARM Oncology, Inc. 6.0 $ 90,496 $ 138,809 Oragenics, Inc. 6.4 6,719 7,766 Fibrocell Science, Inc. 6.9 16,607 19,026 Genopaver, LLC 6.3 1,704 1,977 Intrexon Energy Partners, LLC 6.3 15,625 18,125 Persea Bio, LLC 7.0 3,500 4,000 Ares Trading S.A. 6.4 40,789 47,178 Intrexon Energy Partners II, LLC 6.9 13,833 15,833 Intrexon T1D Partners, LLC 7.2 8,435 8,653 Harvest start-up entities (1) 7.4 18,400 20,208 Other 4.3 14,423 16,292 Total $ 230,531 $ 297,867 (1) As of December 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. * * * * * Mr. Joel Parker April 19, 2018 Page 4 of 4 If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to call me at (301) 556-9900. Very truly yours, /s/ Rick L. Sterling Rick L. Sterling Chief Financial Officer cc: Donald P. Lehr, Intrexon Corporation Matthew Keffer, PricewaterhouseCoopers LLP William I. Intner, Hogan Lovells US LLP