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Discontinued Operations | 9 Months Ended
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Sep. 30, 2021
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations Where applicable, the notes to the accompanying condensed consolidated financial statements have been updated to reflect information pertaining to the Company's continuing operations based on the discontinued operations summarized below. 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 completed by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021. This discontinuation of operations represented the continuation of a strategic shift to becoming a primarily healthcare company advancing technologies and products that address complex healthcare challenges that the Company commenced as part of the Transactions defined and discussed below. The assets, liabilities, and expenses related to the discontinued operations of MBP Titan are reclassified and presented as discontinued operations in the accompanying condensed consolidated financial statements for all periods. The January 2021 sale of property and equipment resulted in a gain on disposal of assets of $464, which is included in income from discontinued operations in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2021. In January 2021, the Company executed termination and recapture agreements with the landlord of the leased facility used in MBP Titan's operations, thereby relieving the Company of all of its obligations related to the facility that were originally due to expire in July 2025. This lease termination resulted in a gain of $4,602, which is included in income from discontinued operations in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2021. 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, LLC ("Intrexon Energy Partners"), and Intrexon Energy Partners II, LLC ("Intrexon Energy Partners II"), including the associated deferred revenue remaining under each collaboration agreement (Notes 4 and 5), 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 condensed 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 sale or abandonment related to MBP Titan as of September 30, 2021 and December 31, 2020, are as follows:
| September 30, 2021 |  | December 31, 2020
Assets |  |  |
Property, plant and equipment, net | $ | — |  |  | $ | 586 |
Right-of-use assets | — |  |  | 9,131 |
Other assets | — |  |  | 136 |
Total assets held for sale or abandonment | $ | — |  |  | $ | 9,853 |
Liabilities |  |  |
Lease liabilities, current | $ | — |  |  | $ | 1,890 |
Other current liabilities | — |  |  | 619 |
Lease liabilities, net of current portion | — |  |  | 11,538 |
Total liabilities held for sale or abandonment | $ | — |  |  | $ | 14,047 |
The following table presents the financial results of discontinued operations related to MBP Titan:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2021 |  | 2020 |  | 2021 |  | 2020
Operating (gains) expenses (1) | $ | (60) |  |  | $ | 1,972 |  |  | $ | (4,599) |  |  | $ | 38,713 |
Operating income (loss) | 60 |  |  | (1,972) |  |  | 4,599 |  |  | (38,713) |
Income (loss) before income taxes | 60 |  |  | (1,972) |  |  | 4,599 |  |  | (38,713) |
Income (loss) from discontinued operations | $ | 60 |  |  | $ | (1,972) |  |  | $ | 4,599 |  |  | $ | (38,713) |
(1)Includes a goodwill impairment charge of $9,635 and an impairment charge on property, plant and equipment and right-of-use assets of $12,406 in the nine months ended September 30, 2020 in conjunction with the suspension of MBP Titan's operations discussed above. The following table presents the significant noncash items, purchases of property, plant and equipment, and proceeds from sales of assets for the discontinued operations related to MBP Titan that are included in the accompanying condensed consolidated statements of cash flows.
| Nine Months Ended September 30,
| 2021 |  | 2020
Adjustments to reconcile net loss to net cash used in operating activities |  |  |
Depreciation and amortization | $ | — |  |  | $ | 2,337 |
Impairment of goodwill | — |  |  | 9,635 |
Impairment of other noncurrent assets | — |  |  | 12,406 |
(Gain) loss on disposals of assets, net | (464) |  |  | 13 |
Stock-based compensation expense | — |  |  | (34) |
Gain on lease termination (1) | (4,602) |  |  | — |
Cash flows from investing activities |  |  |
Purchases of property, plant and equipment | — |  |  | (88) |
Proceeds from sales of assets | 1,083 |  |  | — |
(1)Included in other noncash items on the accompanying condensed consolidated statement of cash flows. 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 operations related to the Transactions are reclassified and presented as discontinued operations in the accompanying condensed consolidated financial statements for all periods. 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 following table presents the financial results of discontinued operations related to the Transactions for the nine months ended September 30, 2020. There were no discontinued operations related to the Transactions for the three months ended September 30, 2020.
| Nine Months Ended September 30, 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 revenue recognized from related parties of $436. The following table presents the significant noncash items and purchases of property, plant and equipment for the discontinued operations related to the Transactions that are included in the accompanying condensed consolidated statement of cash flows.
| Nine Months Ended September 30, 2020
Adjustments to reconcile net loss to net cash used in operating activities |
Gain on sale of discontinued operations | $ | (672) |
Loss on release of cumulative foreign currency translation adjustment | 26,957 |
Unrealized depreciation on equity securities | 106 |
Equity in net loss of EnviroFlight | 38 |
Stock-based compensation expense | (1,346) |
Cash flows from investing activities |
Purchases of property, plant and equipment | (382) |
Also see Note 13 regarding TS Biotechnology's purchase of the Company's common stock in January 2020, concurrent with the TS Biotechnology Sale. Equity Method Investments The Company accounted for its investment in EnviroFlight using the equity method of accounting. Summarized financial data for EnviroFlight is shown in the following table for the period in which the Company held the equity method investment.
| Nine Months Ended September 30, 2020
Revenues | $ | 16 |
Operating expenses | 92 |
Operating loss | (76) |
Net loss | $ | (76) |
Out-of-Period Adjustment During the nine months ended September 30, 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 results of operations for the nine months ended September 30, 2020.

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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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