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Elo Transaction | 9 Months Ended
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Sep. 30, 2022
Deconsolidation Of Subsidiary [Abstract] |
Elo Transaction | NOTE 8: Elo Transaction On December 17, 2021, the Company and its then wholly owned subsidiary, Elo Life Systems, Inc., entered into an agreement with a syndicate of investors, pursuant to which the Company contributed substantially all of the assets of Elo Life Systems, Inc. to a newly formed entity (the “Elo Transaction”). In connection with the Elo Transaction, the Company granted the newly formed entity ("New Elo") an exclusive license to certain of the Company’s intellectual property for use in non-medical applications with respect to plants, farm animals and certain other organisms. In addition, all of the Company’s employees in its Food segment, including its management, became employees of New Elo. Investment in New Elo As partial consideration for the assets contributed and license granted by the Company to New Elo, the Company received Common Stock in New Elo. It was determined that the noncontrolling shareholders of New Elo have substantive rights to participate in the financial and operating decisions of New Elo. As such, it was determined that the Company does not possess control over New Elo or have significant decision-making authority. Accordingly, New Elo is not consolidated in the Company’s financial statements. However, as the Company owns approximately 55% of the voting shares in New Elo, it was determined that the Company possesses the ability to exercise significant influence over the operating and financial policies of New Elo. As such, the Company accounts for its investment in New Elo under the equity method. The Company’s proportionate share of New Elo’s net loss for the three and nine months ended September 30, 2022 was $1.8 million and $4.2 million, respectively. As the Company's cumulative proportionate share of New Elo's net loss exceeded the initial carrying value of the Investment in New Elo, the carrying value of the Investment in New Elo was reduced to $0 as of September 30, 2022. In accordance with ASC 323, the Company will continue to record its proportionate share of New Elo's net loss in the condensed consolidated statement of operations along with a corresponding reduction in the carrying value of the Note Receivable (defined below). Note Receivable As partial consideration for the assets contributed and license granted by the Company to New Elo, the Company received a $10.0 million promissory note payable from New Elo (the “Note Receivable”). The Note Receivable matures on the earlier of (i) December 1, 2028 or (ii) a Deemed Liquidation Event (as defined in the New Elo’s Amended and Restated Certificate of Incorporation). The Note accrues interest at 2.00% per annum, and is payable annually on December 17th. As of September 30, 2022, the carrying value of the Note Receivable was $6.7 million including a $0.4 million decrease in the carrying value as a result of equity method investment losses. The $3.3 million discount on the Note Receivable will be amortized to interest income over the life of the Note.

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- Definition Deconsolidation of subsidiary. + References No definition available. + Details
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- Definition The entire disclosure of deconsolidation of subsidiary. + References No definition available. + Details
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