| Item 2.02 | Results of Operations and Financial Condition. |
Attached as Exhibit 99.1 is a copy of a press release of Intrexon Corporation, dated August 9, 2018, providing a business update for the quarter ended June 30, 2018.
This information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 4.02 | Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
On August 9, 2018, the Audit Committee of the Board of Directors of Intrexon Corporation (the “Company”) concluded that a restatement of the unaudited interim consolidated financial statements included in the Company’s Quarterly Report on Form10-Q for the quarter ended March 31, 2018 (the “Form10-Q”) was required and those financial statements should not be relied upon because of errors in the Company’s accounting related to the initial adoption, and resultant impacts, of Accounting Standards Codification Topic 606,Revenue from Contracts with Customers(“ASC 606”). This conclusion was reached in consultation with the Company’s management and the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”).
Effective January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. The Company has determined it incorrectly applied certain aspects of ASC 606, including gross versus net presentation for payments pursuant to one of the Company’s contracts and the guidance for contract modifications to a contract that had been modified prior to the adoption of ASC 606. The Company estimates that these errors have resulted in an overstatement of deferred revenue and accumulated deficit by approximately $67 million as of the adoption date, and an overstatement of revenues by approximately $4 million for the three months ended March 31, 2018. These estimates are based on the Company’s current expectations and are subject to finalization, including completion of procedures for the Form10-Q/A. The Company concluded these errors resulted from a material weakness as it did not maintain effective controls over the adoption of ASC 606. As a result, the Company has reevaluated its assessment of the effectiveness of the Company’s disclosure controls and procedures for the three-months ended March 31, 2018 and has concluded that they were not effective.
The Company’s unaudited interim consolidated financial statements as of and for the quarter ended March 31, 2018 will be restated in an amended Quarterly Report on Form10-Q/A.
The Audit Committee has discussed the matters disclosed in this Item 4.02 with PwC.
| Item 7.01 | Regulation FD Disclosure. |
On August 9, 2018, Intrexon Corporation provided slides to accompany its business update presentation. A copy of the slides is furnished as Exhibit 99.2 hereto.
This information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
