|
Mergers and Acquisitions (Tables)
|
12 Months Ended |
9 Months Ended |
|
Dec. 31, 2012
|
Dec. 31, 2012
Agarigen, Inc. [Member]
|
Dec. 31, 2012
GT Life Sciences, Inc. [Member]
|
Dec. 31, 2012
Immunologix, Inc. [Member]
|
Sep. 30, 2013
AquaBounty [Member]
|
| Acquisition Date Fair Value Consideration Transferred |
|
The acquisition date fair value of
each class of consideration transferred was as follows:
|
|
|
|
|
|
Cash
|
|
$ |
1,178 |
|
|
Common shares
|
|
|
1,014 |
|
|
Stock options and warrants
|
|
|
1,581 |
|
|
|
|
|
|
|
|
$ |
3,773 |
|
|
|
|
|
|
The acquisition date fair value of
each class of consideration transferred was as follows:
|
|
|
|
|
|
Cash
|
|
$ |
12,758 |
|
|
Common shares
|
|
|
1,092 |
|
|
|
|
|
|
|
|
$ |
13,850 |
|
|
|
|
|
|
| Estimated Fair Value of Assets Acquired and Liabilities Assumed at Acquisition Date |
|
The estimated fair value of assets
acquired and liabilities assumed at the acquisition date is as
follows:
|
|
|
|
|
|
Cash
|
|
$ |
334 |
|
|
Trade receivables
|
|
|
53 |
|
|
Other receivables
|
|
|
436 |
|
|
Prepaid expenses and other
|
|
|
11 |
|
|
Property and equipment
|
|
|
30 |
|
|
Intangible assets
|
|
|
3,122 |
|
|
Other assets
|
|
|
3 |
|
|
|
|
|
|
|
Total assets acquired
|
|
|
3,989 |
|
|
|
|
|
|
|
Accounts payable
|
|
|
60 |
|
|
Accrued compensation and
benefits
|
|
|
65 |
|
|
Other accrued liabilities
|
|
|
91 |
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
216 |
|
|
|
|
|
|
|
Net assets acquired
|
|
$ |
3,773 |
|
|
|
|
|
The estimated fair value of assets
acquired and liabilities assumed at the acquisition date is as
follows:
|
|
|
|
|
|
Cash
|
|
$ |
21 |
|
|
Other receivables
|
|
|
161 |
|
|
Related party receivable
|
|
|
33 |
|
|
Prepaid expenses and other
|
|
|
1 |
|
|
Property and equipment
|
|
|
32 |
|
|
Intangible assets
|
|
|
14,094 |
|
|
|
|
|
|
|
Total assets acquired
|
|
|
14,342 |
|
|
|
|
|
|
|
Accounts payable
|
|
|
55 |
|
|
Accrued compensation and
benefits
|
|
|
29 |
|
|
Other accrued liabilities
|
|
|
8 |
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
92 |
|
|
|
|
|
|
|
Net assets acquired
|
|
$ |
14,250 |
|
|
|
|
|
The estimated fair value of assets
acquired and liabilities assumed at the acquisition date is as
follows:
|
|
|
|
|
|
Cash
|
|
$ |
19 |
|
|
Other receivables
|
|
|
1 |
|
|
Prepaid expenses and other
|
|
|
6 |
|
|
Property and equipment
|
|
|
141 |
|
|
Intangible assets
|
|
|
13,921 |
|
|
|
|
|
|
|
Total assets acquired
|
|
|
14,088 |
|
|
|
|
|
|
|
Accounts payable
|
|
|
87 |
|
|
Accrued compensation and
benefits
|
|
|
76 |
|
|
Long-term debt
|
|
|
75 |
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
238 |
|
|
|
|
|
|
|
Net assets acquired
|
|
$ |
13,850 |
|
|
|
|
|
|
| Condensed Pro forma Financial Information |
The following unaudited condensed pro
forma financial information for the year ended December 31,
2011 is presented as if the acquisitions had been consummated on
January 1, 2011:
|
|
|
|
|
|
(Unaudited) |
|
2011
Pro forma
|
|
|
|
|
|
Revenues
|
|
$ |
9,146 |
|
|
Net loss
|
|
|
(89,116 |
) |
|
Accretion of dividends on redeemable
convertible preferred stock, not declared
|
|
|
(13,868 |
) |
|
|
|
|
|
|
Net loss attributable to common
shareholders
|
|
$ |
(102,984 |
) |
|
|
|
|
|
|
Net loss attributable to common
shareholders per share, basic and diluted
|
|
$ |
(19.01 |
) |
|
|
|
|
|
|
|
The following unaudited condensed pro
forma financial information for the three months ended
September 30, 2012 and the nine months ended
September 30, 2013 and 2012 is presented as if the acquisition
had been consummated on January 1, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September
30, |
|
|
Nine months Ended
September
30, |
|
| |
|
2012 |
|
|
2013 |
|
|
2012 |
|
|
|
|
| |
|
|
|
|
Pro forma |
|
|
|
|
|
Revenues
|
|
$ |
2,904 |
|
|
$ |
16,890 |
|
|
$ |
7,269 |
|
|
Net loss
|
|
|
(21,483 |
) |
|
|
(35,742 |
) |
|
|
(46,858 |
) |
|
|
|
|
|
|
Net loss attributable to
noncontrolling interest
|
|
|
459 |
|
|
|
1,496 |
|
|
|
1,541 |
|
|
|
|
|
|
|
Net loss attributable to
Intrexon
|
|
|
(21,024 |
) |
|
|
(34,246 |
) |
|
|
(45,317 |
) |
|
|
|
|
|
|
Accretion of dividends on redeemable
convertible preferred stock
|
|
|
(5,469 |
) |
|
|
(18,391 |
) |
|
|
(16,291 |
) |
|
|
|
|
|
|
Net loss attributable to Intrexon
common shareholders
|
|
$ |
(26,493 |
) |
|
$ |
(52,637 |
) |
|
$ |
(61,608 |
) |
|
|
|
|
|
|
Net loss attributable to Intrexon
common shareholders per share, basic and diluted
|
|
$ |
(4.75 |
) |
|
$ |
(2.39 |
) |
|
$ |
(11.19 |
) |
|
|
|
|
| Summary of Fair Value of the Consideration Transferred |
|
|
|
|
The fair value of the consideration
transferred included:
|
|
|
|
|
|
Consideration paid
|
|
$ |
4,907 |
|
|
Fair value of noncontrolling
interest
|
|
|
15,153 |
|
|
Fair value of the Company’s
investment in affiliate held before the business
combination
|
|
|
12,751 |
|
|
|
|
|
|
|
Fair value of the consideration
transferred
|
|
$ |
32,811 |
|
|
|
|
|
| Summary of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed at the Acquisition Date |
|
|
|
|
The preliminary estimated fair value
of assets acquired and liabilities assumed at the acquisition date
is shown below:
|
|
|
|
|
|
Cash
|
|
$ |
5,419 |
|
|
Short-term investments
|
|
|
14 |
|
|
Trade receivables
|
|
|
4 |
|
|
Other receivables
|
|
|
9 |
|
|
Prepaid expenses and other
|
|
|
200 |
|
|
Property, plant and
equipment
|
|
|
1,241 |
|
|
Intangible assets
|
|
|
14,900 |
|
|
Other assets
|
|
|
22 |
|
|
|
|
|
|
|
Total assets acquired
|
|
|
21,809 |
|
|
|
|
|
|
|
Accounts payable
|
|
|
156 |
|
|
Accrued compensation and
benefits
|
|
|
94 |
|
|
Other accrued liabilities
|
|
|
395 |
|
|
Long-term debt
|
|
|
2,199 |
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
2,844 |
|
|
|
|
|
|
|
Net assets acquired
|
|
|
18,965 |
|
|
Goodwill
|
|
|
13,846 |
|
|
|
|
|
|
|
Total consideration
|
|
$ |
32,811 |
|
|
|
|
|