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Discontinued Operations | 12 Months Ended
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Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations MBP Titan As a result of market uncertainty driven by the COVID-19 pandemic and the state of the energy sector raising significant challenges for the strategic alternatives pursued by MBP Titan, beginning in the second quarter of 2020 and throughout the remainder of 2020, the Company suspended MBP Titan's operations, preserved certain of MBP Titan's intellectual property, terminated all of its personnel, and undertook steps to dispose of its other assets and obligations. The wind down of MBP Titan's activities was substantially complete by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021. See Note 23 for further discussion of the facility operating lease. This discontinuation of operations represented the continuation of a strategic shift, that the Company commenced as part of the Transactions defined and discussed below, to becoming a primarily healthcare company advancing technologies and products that address complex healthcare challenges. The assets, liabilities, and expenses related to the discontinued operations of MBP Titan are reclassified and presented as discontinued operations in the accompanying consolidated financial statements for all periods. After the wind down of MBP Titan, certain assets and contractual obligations which were previously managed by MBP Titan continue to be managed at the Precigen corporate level. These remaining assets and contractual obligations include the Company's equity interest in and collaboration agreements with Intrexon Energy Partners and Intrexon Energy Partners II, including the associated deferred revenue remaining under each collaboration agreement (Notes 5 and 6), as well as the associated intellectual property developed by MBP Titan to date. These assets, liabilities, and related historical revenue and equity losses are included in the Company's operating results from continuing operations in the accompanying consolidated financial statements for all periods presented as a result of the Company's continuing involvement. The carrying values of the major classes of assets and liabilities included in assets and liabilities held for abandonment for MBP Titan as of December 31, 2020 and 2019, are as follows:
| December 31,
| 2020 |  | 2019
Assets |  |  |
Property, plant and equipment, net | $ | 586 |  |  | $ | 17,017 |
Goodwill | — |  |  | 9,635 |
Right-of-use assets | 9,131 |  |  | 13,425 |
Other assets | 136 |  |  | 636 |
Total assets held for sale or abandonment | $ | 9,853 |  |  | $ | 40,713 |
Liabilities |  |  |
Lease liabilities, current | $ | 1,890 |  |  | $ | 1,548 |
Other current liabilities | 619 |  |  | 1,657 |
Lease liabilities, net of current portion | 11,538 |  |  | 13,730 |
Total liabilities held for sale or abandonment | $ | 14,047 |  |  | $ | 16,935 |
The following table presents the financial results of discontinued operations of MBP Titan:
| Year Ended December 31,
| 2020 |  | 2019 |  | 2018
Operating expenses (1) | $ | 40,692 |  |  | $ | 37,423 |  |  | $ | 33,830 |
Operating loss | (40,692) |  |  | (37,423) |  |  | (33,830) |
Loss before income taxes | (40,692) |  |  | (37,423) |  |  | (33,830) |
Loss from discontinued operations | $ | (40,692) |  |  | $ | (37,423) |  |  | $ | (33,830) |
(1)Includes a goodwill impairment charge of $9,635 and an impairment charge on property, plant and equipment and ROU Assets of $12,406 recorded in 2020 in conjunction with the suspension of MBP Titan's operations discussed above. The following table presents the significant non-cash items and purchases of property, plant and equipment for the discontinued operations for MBP Titan that are included in the accompanying consolidated statements of cash flows.
| Year Ended December 31,
| 2020 |  | 2019 |  | 2018
Adjustments to reconcile net loss to net cash used in operating activities |  |  |  |  |
Depreciation and amortization | $ | 2,474 |  |  | $ | 3,647 |  |  | $ | 3,493 |
Impairment of goodwill | 9,635 |  |  | — |  |  | — |
Impairment of other noncurrent assets | 12,406 |  |  | — |  |  | — |
Stock-based compensation expense | (34) |  |  | 1,345 |  |  | 1,870 |
Cash flows from investing activities |  |  |  |  |
Purchases of property, plant and equipment | (88) |  |  | (2,114) |  |  | (3,558) |
Transactions with TS Biotechnology Holdings, LLC and Darling Ingredients, Inc. On January 1, 2020, the Company and TS Biotechnology Holdings, LLC ("TS Biotechnology"), a related party and an entity managed by Third Security, entered into a Stock and Asset Purchase Agreement pursuant to which the Company agreed to sell a majority of the Company's non-healthcare assets and operations to TS Biotechnology for $53,000 and certain contingent payment rights (the "TS Biotechnology Sale"). The TS Biotechnology Sale closed on January 31, 2020. The assets and operations sold in the TS Biotechnology Sale included the following wholly owned subsidiaries, as well as certain equity securities that were directly related to the subsidiaries sold: •Intrexon Produce Holdings, Inc., the parent company of two companies focused on the development and sale of non-browning apples, Okanagan Specialty Fruits, Inc. and Fruit Orchard Holdings, Inc.; •Intrexon UK Holdings, Inc., the parent company of Oxitec Limited and its subsidiaries, which focused on biological insect solutions; •ILH Holdings, Inc., a company focused on the production of certain fine chemicals focused primarily on microbial production of therapeutic compounds; and •Blue Marble AgBio LLC which was formed in January 2020 and included certain agriculture biotechnology assets and operations that were previously an operating division within Precigen. Additionally, on January 2, 2020, the Company sold its equity interest in EnviroFlight, LLC ("EnviroFlight"), a JV with Darling Ingredients, Inc. ("Darling"), and related intellectual property rights to Darling for $12,200 (the "EnviroFlight Sale"). Unless referenced separately, the TS Biotechnology Sale and the EnviroFlight Sale are collectively referred to as the "Transactions". The Transactions were approved by the Company's independent members of the board of directors in December 2019. The Transactions represented a strategic shift of the Company towards the Company becoming a primarily healthcare company advancing technologies and products that address complex healthcare challenges. The assets, liabilities, and operations related to the Transactions are reclassified and presented as discontinued operations in the accompanying consolidated financial statements for all periods. Immediately prior to the reclassification, the Company evaluated goodwill, long-lived assets, and the equity method investment included in the Transactions for impairment. The Company recorded an impairment charge of $79,396, including $58,042 and $21,354 related to goodwill and other long-lived assets, respectively, at the Okanagan, Oxitec, Fine Chemicals, and AgBio reporting units. Additionally, the Company recorded a $10,283 impairment charge for the write down of the equity method investment and related intangible assets included in the EnviroFlight Sale. These impairment charges are included in loss from discontinued operations in the accompanying consolidated statement of operations for the year ended December, 31, 2019. Upon the closing of the TS Biotechnology Sale in January 2020, the cumulative foreign currency translation losses totaling $26,957 were released to earnings and included in loss from discontinued operations. See further discussion below. The carrying values of the major classes of assets and liabilities included in assets and liabilities held for sale for the Transactions as of December 31, 2019 are as follows:
| TS Biotechnology Sale |  | EnviroFlight Sale |  | Total
Assets |  |  |  |  |
Cash and cash equivalents | $ | 2,223 |  |  | $ | — |  |  | $ | 2,223 |
Other current assets | 9,698 |  |  | — |  |  | 9,698 |
Property, plant and equipment, net | 51,975 |  |  | — |  |  | 51,975 |
Intangible assets, net | 20,891 |  |  | 4,383 |  |  | 25,274 |
Investments in affiliates | — |  |  | 7,817 |  |  | 7,817 |
Right-of-use assets | 13,622 |  |  | — |  |  | 13,622 |
Other noncurrent assets | 212 |  |  | — |  |  | 212 |
Total assets held for sale | $ | 98,621 |  |  | $ | 12,200 |  |  | $ | 110,821 |
Liabilities |  |  |  |  |
Deferred revenue, current (1) | $ | 8,723 |  |  | $ | — |  |  | $ | 8,723 |
Lease liabilities, current | 2,459 |  |  | — |  |  | 2,459 |
Other current liabilities | 3,058 |  |  | 41 |  |  | 3,099 |
Deferred revenue, net of current portion (2) | 19,410 |  |  | — |  |  | 19,410 |
Lease liabilities, net of current portion | 12,623 |  |  | — |  |  | 12,623 |
Other long-term liabilities | 1,019 |  |  | — |  |  | 1,019 |
Total liabilities held for sale | $ | 47,292 |  |  | $ | 41 |  |  | $ | 47,333 |
(1)Includes deferred revenue, current, from related parties of $1,243. (2)Includes deferred revenue, net of current portion, from related parties of $6,836. The following tables present the financial results of discontinued operations related to the Transactions:
| Year Ended December 31, 2020
| TS Biotechnology Sale |  | EnviroFlight Sale |  | Total
Revenues (1) | $ | 1,294 |  |  | $ | — |  |  | $ | 1,294 |
Operating expenses | 896 |  |  | — |  |  | 896 |
Operating income | 398 |  |  | — |  |  | 398 |
Gain on sale of discontinued operations | 633 |  |  | 39 |  |  | 672 |
Loss on release of cumulative foreign currency translation adjustment | (26,957) |  |  | — |  |  | (26,957) |
Other expense, net | (129) |  |  | — |  |  | (129) |
Equity in net loss of affiliates | — |  |  | (38) |  |  | (38) |
Income (loss) before income taxes | (26,055) |  |  | 1 |  |  | (26,054) |
Income tax expense | (2) |  |  | — |  |  | (2) |
Income (loss) from discontinued operations | $ | (26,057) |  |  | $ | 1 |  |  | $ | (26,056) |
(1)Includes revenues recognized from related parties of $436.
| Year Ended December 31, 2019
| TS Biotechnology Sale |  | EnviroFlight Sale |  | Total
Revenues (1) | $ | 12,307 |  |  | $ | — |  |  | $ | 12,307 |
Operating expenses (2) | 116,091 |  |  | 10,794 |  |  | 126,885 |
Operating loss | (103,784) |  |  | (10,794) |  |  | (114,578) |
Other expense, net | (272) |  |  | — |  |  | (272) |
Equity in net loss of affiliates | — |  |  | (4,314) |  |  | (4,314) |
Loss before income taxes | (104,056) |  |  | (15,108) |  |  | (119,164) |
Income tax benefit | 3,005 |  |  | — |  |  | 3,005 |
Loss from discontinued operations | $ | (101,051) |  |  | $ | (15,108) |  |  | $ | (116,159) |
(1)Includes revenue recognized from related parties of $3,042. (2)Includes the impairment charge of $89,679 related to the Transactions discussed above.
| Year Ended December 31, 2018
| TS Biotechnology Sale |  | EnviroFlight Sale |  | Total
Revenues (1) | $ | 9,396 |  |  | $ | — |  |  | $ | 9,396 |
Operating expenses (2) | 111,039 |  |  | 470 |  |  | 111,509 |
Operating loss | (101,643) |  |  | (470) |  |  | (102,113) |
Other expense, net | (1,757) |  |  | — |  |  | (1,757) |
Equity in net loss of affiliates | — |  |  | (2,622) |  |  | (2,622) |
Loss before income taxes | (103,400) |  |  | (3,092) |  |  | (106,492) |
Income tax benefit | 6,103 |  |  | — |  |  | 6,103 |
Loss from discontinued operations | $ | (97,297) |  |  | $ | (3,092) |  |  | $ | (100,389) |
(1)Includes revenue recognized from related parties of $4,665. (2)Includes an impairment charge of $60,504 recorded in 2018 related to Oxitec's developed technology targeting the Aedes Aegypti mosquito and a $5,057 loss on disposal of certain leasehold improvements, equipment and other fixed assets in conjunction with the closing of one of Oxitec's research and development facilities in Brazil. The following table presents the significant non-cash items, investments in EnviroFlight and purchases of property, plant and equipment for the discontinued operations for the Transactions that are included in the accompanying consolidated statements of cash flows.
| Year Ended December 31,
| 2020 |  | 2019 |  | 2018
Adjustments to reconcile net loss to net cash used in operating activities |  |  |  |  |
Depreciation and amortization | $ | — |  |  | $ | 5,107 |  |  | $ | 9,007 |
Impairment of goodwill | — |  |  | 58,042 |  |  | — |
Impairment of other noncurrent assets | — |  |  | 31,637 |  |  | 60,504 |
Gain on sale of discontinued operations | (672) |  |  | — |  |  | — |
Loss on release of cumulative foreign currency translation adjustment | 26,957 |  |  | — |  |  | — |
Unrealized and realized depreciation on equity securities and preferred stock, net | 106 |  |  | 458 |  |  | 1,927 |
Equity in net loss of EnviroFlight | 38 |  |  | 4,314 |  |  | 2,622 |
Stock-based compensation expense | (1,346) |  |  | 2,507 |  |  | 3,872 |
Deferred income taxes | — |  |  | (2,710) |  |  | (5,703) |
Cash flows from investing activities |  |  |  |  |
Investments in EnviroFlight | — |  |  | (2,000) |  |  | (12,250) |
Purchases of property, plant and equipment | (382) |  |  | (23,326) |  |  | (21,191) |
Also see Note 14 below. Equity Method Investments The Company accounted for its investment in EnviroFlight using the equity method of accounting. The Company accounted for certain equity securities held in one of its collaborators using the fair value option, and the collaborator was considered an equity method investment through September 30, 2018. Summarized financial data for equity method investments included in discontinued operations during the periods below are shown in the following tables.
|  |  | December 31,
|  |  | 2019
Current assets |  |  | $ | 703 |
Noncurrent assets |  |  | 30,549 |
Total assets |  |  | 31,252 |
Current liabilities |  |  | 2,352 |
Non-current liabilities |  |  | 88 |
Total liabilities |  |  | 2,440 |
Net assets |  |  | $ | 28,812 |
| Year Ended December 31,
| 2020 |  | 2019 |  | 2018
Revenues | $ | 16 |  |  | $ | 510 |  |  | $ | 268 |
Operating expenses | 92 |  |  | 9,159 |  |  | 12,709 |
Operating loss | (76) |  |  | (8,649) |  |  | (12,441) |
Other, net | — |  |  | 21 |  |  | 39 |
Net loss | $ | (76) |  |  | $ | (8,628) |  |  | $ | (12,402) |
Where applicable, the notes to the accompanying consolidated financial statements have been updated to reflect information pertaining to the Company's continuing operations. Out-of-Period Adjustment During the year ended December 31, 2020, the Company recorded an out-of-period adjustment of $26,572 to loss from discontinued operations which relates to the effect of cumulative foreign translation losses associated with the entities sold in the TS Biotechnology Sale. This charge, which is entirely noncash, should have been recorded in the year ended December 31, 2019 as an additional impairment charge included in loss from discontinued operations. There was no impact to net loss from continuing operations, cash and short-term investments, cash flows, or Segment Adjusted EBITDA. The error also had no impact on the cash consideration received upon closing of the TS Biotechnology Sale nor the representations and warranties made by the Company in the transaction. The Company evaluated the effects of this out-of-period adjustment, both qualitatively and quantitatively, and concluded that this adjustment was not material to the Company's financial position or results of operations for the years ended December 31, 2020 and 2019.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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