1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Management, with the participation of our chief executive officer, our executive chairman, and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020.
+Added: Management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021.
The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
1 unchanged sentence
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on their evaluation of our disclosure controls and procedures as of December 31, 2020, our chief executive officer, executive chairman, and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Based on their evaluation of our disclosure controls and procedures as of December 31, 2021, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management's Annual Report on Internal Control Over Financial Reporting
14 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
12 unchanged sentences
Exhibits, Financial Statement Schedules
−Removed: (a) The following consolidated financial statements of Precigen, Inc.
−Removed: and its subsidiaries, and the independent registered public accounting firm reports thereon, are included in Part II, Item 8 of this Annual Report:
+Added: (a) The following documents are filed as part of this Annual Report:
Financial Statements .
1 unchanged sentence
and Subsidiaries
−Removed: Reports of Independent Registered Public Accounting Firm for the Years Ended December 31, 2020 and 2019
−Removed: Report of Independent Registered Public Accounting Firm for the Year Ended December 31, 2018
+Added: Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
38 unchanged sentences
and ZIOPHARM Oncology, Inc.
−Removed: 10.11†* Annual Executive Incentive Plan of the Company, adopted as of April 29, 2015 (5)
10.11* Share Lending Agreement, dated June 28, 2018, by and between the Company, J.P.
Morgan Securities LLC and JPMorgan Chase Bank, National Association, New York Branch (10)
−Removed: 10.13#* Securities Purchase, Assignment and Assumption Agreement, dated December 19, 2018, by and between the Company, ARES TRADING S.A.
−Removed: and Precigen, Inc.
10.12* Stock and Asset Purchase Agreement, dated January 1, 2020, by and between the Company and TS Biotechnology Holdings, LLC (14)
−Removed: 10.15* Subscription Agreement, dated January 1, 2020, by and between the Company and TS Biotechnology Holdings, LLC (15)
21.1 List of Subsidiaries of Precigen, Inc.
23.1 Consent of Deloitte & Touche LLP
−Removed: 23.2 Consent of PricewaterhouseCoopers LLP
31.1 Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of Precigen, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 31.2 Certification of Rick L.
−Removed: Sterling, Chief Financial Officer (Principal Financial Officer) of Precigen, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: 31.2 Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of Precigen, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of Precigen, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 32.2** Certification of Rick L.
−Removed: Sterling, Chief Financial Officer (Principal Financial Officer) of Precigen, Inc., pursuant to 18 U.S.C.
+Added: 32.2** Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of Precigen, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
17 unchanged sentences
(11) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2018.
−Removed: (12) Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2019.
(12) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2019.
26 unchanged sentences
Helen Sabzevari
−Removed: STERLING Chief Financial Officer
+Added: /S/ HARRY THOMASIAN JR.
+Added: Chief Financial Officer
(Principal Accounting and Financial Officer) 3/1/2022
+Added: Harry Thomasian Jr.
/S/ RANDAL J.
14 unchanged sentences
and Subsidiaries
−Removed: Reports of Independent Registered Public Accounting Firm for the Years Ended December 31, 2020 and 2019
−Removed: Report of Independent Registered Public Accounting Firm for the Year Ended December 31, 2018
+Added: Reports of Independent Registered Public Accounting Firm (PCAOB ID No.
Consolidated Balance Sheets as of December 31, 2021 and 2020
12 unchanged sentences
We have audited the accompanying consolidated balance sheets of Precigen, Inc.
−Removed: and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, shareholders' and total equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
+Added: and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, shareholders' and total equity, and cash flows, for each of the three years ended December 31, 2021, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
13 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Goodwill - Trans Ova Reporting Unit - Refer to Notes 2 and 11 to the financial statements
+Added: Trans Ova Product and Services Revenue - Refer to Note 2 to the Financial Statements
Critical Audit Matter Description
−Removed: The Company's goodwill balance was $54.4 million as of December 31, 2020, of which $16.6 million is allocated to the Trans Ova reporting unit.
−Removed: The Company's evaluation of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying amount.
−Removed: The forecast used in the Company's estimation of fair value was developed by management based on historical operating results, incorporating adjustments to reflect management's planned changes in operations and market considerations.
−Removed: The discount rate utilizes a risk adjusted weighted average cost of capital.
−Removed: Given the significant estimates and assumptions management makes to estimate the fair value of the Trans Ova reporting unit and the sensitivity of Trans Ova's valuation to changes in these estimates, performing audit procedures to evaluate the reasonableness of management's estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: Trans Ova generated product and services revenue by providing advanced reproductive technologies, including bovine embryo transfer and in vitro fertilization processes and from genetic preservation and sexed semen processes and application of such processes to other livestock, as well as sales of livestock and embryos produced using these processes and used in production.
+Added: Trans Ova evaluates each promised product or service under its contracts and identifies performance obligations for each distinct product or service.
+Added: The Company then allocates the transaction price of the contract to each performance obligation and recognizes the transaction price as revenue at a point in time when control of the promised product is transferred to the customer or when the promised service is rendered.
+Added: Auditing product and service revenues required a higher degree of auditor judgment and an increased extent of audit effort to evaluate transaction price and performance obligations for contracts.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the forecasts of future revenues, operating margins, and cash flow ("forecasts"), and the selection of the discount rate for the Trans Ova reporting unit included the following, among others:
−Removed: • We tested the operating effectiveness of controls over management's goodwill impairment evaluation, including those over the determination of the Trans Ova reporting unit fair value, such as controls related to management's forecasts and selection of the discount rate.
−Removed: • We evaluated management's ability to accurately forecast revenues and operating margins by comparing actual results to management's historical forecasts, as well as external information.
−Removed: • We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, (3) industry growth projections, and (4) forecasted information prepared in the prior year.
−Removed: • With the assistance of our fair value specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.
+Added: Our audit procedures related to the Company’s revenue transactions included the following, among others:
+Added: • We tested the operating effectiveness of the controls over the recording of product and service revenue transactions.
+Added: • We evaluated the Company’s accounting policies for compliance with the applicable revenue recognition accounting guidance.
+Added: • We selected a sample of recorded product and service revenue transactions and (1) obtained and read customer purchase orders and the underlying executed customer agreement for each selection to determine whether relevant contractual terms were identified by management, (2) compared management’s identified performance obligations to the executed customer agreement, invoice, price listing, and evidence of performance, and (3) recalculated the revenue amount.
/s/ Deloitte & Touche LLP
28 unchanged sentences
March 1, 2022
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Board of Directors and Shareholders of Precigen, Inc.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the consolidated statements of operations, comprehensive loss, shareholders’ and total equity and cash flows of Precigen, Inc.
−Removed: (formerly known as Intrexon Corporation) and its subsidiaries (the “Company”) for the year ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
−Removed: Substantial Doubt About the Company's Ability to Continue as a Going Concern
−Removed: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses, cash outflows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.
−Removed: Management's plans in regard to these matters are also described in Note 1.
−Removed: The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: / s / PricewaterhouseCoopers LLP
−Removed: Atlanta, Georgia
−Removed: March 1, 2019, except for the effects of discontinued operations discussed in the Transactions with TS Biotechnology Holdings, LLC and Darling Ingredients, Inc .
−Removed: section within Note 3 and the change in composition of reportable segments discussed in Note 20, as to which the date is March 2, 2020, and the effects of discontinued operations discussed in the MBP Titan section within Note 3, as to which the date is March 1, 2021.
−Removed: We served as the Company's auditor from 2006 to 2019.
Precigen, Inc.
8 unchanged sentences
20,832 16,487
−Removed: Related parties, less allowance for credit losses of $ 1,509 and $ 2,312 as of December 31, 2020 and 2019, respectively
+Added: Related parties, less allowance for credit losses of $ 1,509 as of December 31, 2021 and 2020
Notes — 3,689
4 unchanged sentences
Total current assets 156,628 148,948
+Added: Long-term investments 48,562 —
Property, plant and equipment, net 34,315 34,924
1 unchanged sentence
Goodwill 54,148 54,363
−Removed: Investments in affiliates — 1,461
Right-of-use assets 10,900 9,353
Other assets 1,188 1,603
−Removed: Noncurrent assets held for sale or abandonment — 40,090
Total assets $ 359,856 $ 314,587
10 unchanged sentences
Other accrued liabilities 11,595 9,549
−Removed: Deferred revenue, including $ 0 and $ 877 from related parties as of December 31, 2020 and 2019, respectively
−Removed: Lines of credit — 1,922
−Removed: Current portion of long-term debt, including $ 0 and $ 31,211 to related parties as of December 31, 2020 and 2019, respectively
+Added: Deferred revenue 4,442 2,800
+Added: Current portion of long-term debt 402 360
Current portion of lease liabilities 1,551 2,657
2 unchanged sentences
Total current liabilities 34,645 42,127
−Removed: Long-term debt, net of current portion, including $ 0 and $ 25,000 to related parties as of December 31, 2020 and 2019, respectively
−Removed: 171,522 186,321
−Removed: Deferred revenue, net of current portion, including $ 21,205 and $ 30,182 from related parties as of December 31, 2020 and 2019, respectively
+Added: Long-term debt, net of current portion 182,749 171,522
+Added: Deferred revenue, net of current portion, including $ 21,205 from related parties as of December 31, 2021 and 2020
23,023 23,023
2 unchanged sentences
Other long-term liabilities 50 100
−Removed: Long-term liabilities held for sale or abandonment — 13,730
Total liabilities 252,508 247,413
5 unchanged sentences
Accumulated deficit ( 1,915,556 ) ( 1,823,390 )
−Removed: Accumulated other comprehensive income (loss) 3,997 ( 27,468 )
+Added: Accumulated other comprehensive income 203 3,997
Total shareholders' equity 107,348 67,174
22 unchanged sentences
Other Expense, Net
−Removed: Unrealized and realized appreciation (depreciation) in fair value of equity securities and preferred stock, net — 8,291 ( 28,273 )
+Added: Unrealized and realized appreciation in fair value of equity securities and preferred stock, net — — 8,291
Interest expense ( 18,891 ) ( 18,400 ) ( 17,666 )
6 unchanged sentences
Loss from continuing operations ( 96,765 ) ( 103,773 ) ( 170,334 )
−Removed: Loss from discontinued operations, net of income tax benefit ( 66,748 ) ( 153,582 ) ( 134,219 )
+Added: Income (loss) from discontinued operations, net of income tax benefit 4,599 ( 66,748 ) ( 153,582 )
Net loss $ ( 92,166 ) $ ( 170,521 ) $ ( 323,916 )
3 unchanged sentences
Net loss from continuing operations attributable to Precigen $ ( 96,765 ) $ ( 103,773 ) $ ( 168,742 )
−Removed: Net loss from discontinued operations attributable to Precigen ( 66,748 ) ( 153,582 ) ( 134,219 )
+Added: Net income (loss) from discontinued operations attributable to Precigen 4,599 ( 66,748 ) ( 153,582 )
Net loss attributable to Precigen $ ( 92,166 ) $ ( 170,521 ) $ ( 322,324 )
1 unchanged sentence
Net loss from continuing operations attributable to Precigen per share, basic and diluted $ ( 0.49 ) $ ( 0.62 ) $ ( 1.09 )
−Removed: Net loss from discontinued operations attributable to Precigen per share, basic and diluted ( 0.40 ) ( 1.00 ) ( 1.03 )
+Added: Net income (loss) from discontinued operations attributable to Precigen per share, basic and diluted 0.02 ( 0.40 ) ( 1.00 )
Net loss attributable to Precigen per share, basic and diluted $ ( 0.47 ) $ ( 1.02 ) $ ( 2.09 )
29 unchanged sentences
Balances at December 31, 2018 160,020,466 $ — $ 1,722,012 $ ( 28,612 ) $ ( 1,330,545 ) $ 362,855 $ 15,867 $ 378,722
−Removed: Cumulative effect of adoption of ASC 606 — — — ( 104 ) 26,611 26,507 — 26,507
Stock-based compensation expense — — 18,881 — — 18,881 69 18,950
Shares issued upon vesting of restricted stock units and for exercises of stock options and warrants 1,028,144 — 63 — — 63 250 313
+Added: Shares issued for accrued compensation 150,908 — 1,102 — — 1,102 — 1,102
Shares issued as payment for services 2,075,362 — 10,446 — — 10,446 — 10,446
Shares and warrants issued in public offerings, net of issuance costs — — — — — — 6,611 6,611
−Removed: Equity component of convertible debt, net of issuance costs and deferred taxes — — 36,868 — — 36,868 — 36,868
−Removed: Shares issued pursuant to share lending agreement 7,479,431 — — — — — — —
−Removed: Shares issued for reacquired in-process research and development 22,573,856 — 159,323 — — 159,323 — 159,323
Adjustments for noncontrolling interests — — ( 456 ) — — ( 456 ) 456 —
+Added: Deconsolidation of subsidiary — — — — — — ( 21,672 ) ( 21,672 )
Net loss — — — — ( 322,324 ) ( 322,324 ) ( 1,592 ) ( 323,916 )
−Removed: Other comprehensive loss — — — ( 12,954 ) — ( 12,954 ) ( 178 ) ( 13,132 )
+Added: Other comprehensive income — — — 1,144 — 1,144 11 1,155
Balances at December 31, 2019 163,274,880 $ — $ 1,752,048 $ ( 27,468 ) $ ( 1,652,869 ) $ 71,711 $ — $ 71,711
7 unchanged sentences
Comprehensive
−Removed: Loss Accumulated
+Added: Income (Loss) Accumulated
Deficit Total
Shareholders'
−Removed: Equity Noncontrolling
−Removed: Interests Total
Shares Amount
1 unchanged sentence
Stock-based compensation expense — — 18,366 — — 18,366
−Removed: Shares issued upon vesting of restricted stock units and for exercises of stock options and warrants 1,028,144 — 63 — — 63 250 313
+Added: Shares issued upon vesting of restricted stock units and for exercises of stock options 877,249 — 117 — — 117
Shares issued for accrued compensation 1,955,405 — 5,100 — — 5,100
Shares issued as payment for services 413,911 — 1,006 — — 1,006
−Removed: Shares and warrants issued in public offerings, net of issuance costs — — — — — — 6,611 6,611
−Removed: Adjustments for noncontrolling interests — — ( 456 ) — — ( 456 ) 456 —
−Removed: Deconsolidation of subsidiary — — — — — — ( 21,672 ) ( 21,672 )
+Added: Shares issued in private placement 5,972,696 — 35,000 — — 35,000
+Added: Shares issued upon conversion of long-term debt 13,051,802 — 56,827 — — 56,827
+Added: Shares issued in conjunction with settlement agreement 2,117,264 — 18,103 — — 18,103
Net loss — — — — ( 170,521 ) ( 170,521 )
+Added: Release of cumulative translation adjustment to loss from discontinued operations — — — 26,957 — 26,957
Other comprehensive income — — — 4,508 — 4,508
8 unchanged sentences
Comprehensive
−Removed: Income (Loss) Accumulated
+Added: Income Accumulated
Deficit Total
4 unchanged sentences
Shares issued upon vesting of restricted stock units and for exercises of stock options 1,751,896 — 608 — — 608
−Removed: Shares issued for accrued compensation 1,955,405 — 5,100 — — 5,100
Shares issued as payment for services 74,771 — 577 — — 577
−Removed: Shares issued in private placement 5,972,696 — 35,000 — — 35,000
−Removed: Shares issued upon conversion of long-term debt 13,051,802 — 56,827 — — 56,827
−Removed: Shares issued in conjunction with settlement agreement 2,117,264 — 18,103 — — 18,103
+Added: Shares issued in public offering, net of issuance costs 17,250,000 — 121,045 — — 121,045
Net loss — — — — ( 92,166 ) ( 92,166 )
−Removed: Release of cumulative translation adjustment to loss from discontinued operations — — — 26,957 — 26,957
−Removed: Other comprehensive income — — — 4,508 — 4,508
+Added: Other comprehensive loss — — — ( 3,794 ) — ( 3,794 )
Balances at December 31, 2021 206,739,874 $ — $ 2,022,701 $ 203 $ ( 1,915,556 ) $ 107,348
9 unchanged sentences
Depreciation and amortization 13,761 17,516 24,896
−Removed: Loss on abandonment and disposals of assets, net 4,442 3,071 20,928
+Added: Loss on disposals of assets, net 150 4,442 3,071
Impairment of goodwill — 9,635 87,862
2 unchanged sentences
Loss on release of cumulative foreign currency translation adjustments to loss from discontinued operations — 26,957 —
−Removed: Reacquisition of in-process research and development — — 236,748
Loss on settlement agreement — 11,436 —
1 unchanged sentence
Noncash dividend income — — ( 48 )
−Removed: Amortization of discounts on investments, net ( 699 ) ( 1,005 ) ( 771 )
+Added: Amortization of premiums (discounts) on investments, net 1,232 ( 699 ) ( 1,005 )
Equity in net loss of affiliates 3 1,176 6,730
4 unchanged sentences
Deferred income taxes ( 167 ) ( 156 ) ( 3,674 )
+Added: Noncash (gain) loss on termination of leases ( 5,831 ) 191 —
Other noncash items 24 35 837
24 unchanged sentences
Proceeds from sales of equity securities — — 23,456
−Removed: Acquisitions of businesses, net of cash received — — ( 920 )
Investments in affiliates — — ( 3,713 )
1 unchanged sentence
Return of investment in affiliate — — 125
−Removed: Cash received in asset acquisitions — — 15,500
Purchases of property, plant and equipment ( 7,247 ) ( 7,527 ) ( 37,883 )
4 unchanged sentences
Cash flows from financing activities
−Removed: Proceeds from issuance of shares in a private placement 35,000 — —
−Removed: Proceeds from issuance of shares and warrants in public offerings, net of issuance costs — 6,611 87,990
+Added: Proceeds from issuance of shares and warrants, net of issuance costs 121,045 35,000 6,611
Advances from lines of credit — 10,005 11,757
5 unchanged sentences
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 217 353 ( 810 )
−Removed: Net increase (decrease) in cash, cash equivalents, and restricted cash ( 16,184 ) ( 41,748 ) 34,637
+Added: Net decrease in cash, cash equivalents, and restricted cash ( 8,907 ) ( 16,184 ) ( 41,748 )
Cash, cash equivalents, and restricted cash
12 unchanged sentences
Fair value of stock received as consideration for collaboration agreements $ — $ — $ 4,530
−Removed: Fair value of stock issued for reacquired in-process research and development — — 159,323
Fair value of stock issued upon conversion of long-term debt — 56,827 —
Fair value of stock issued in conjunction with settlement agreement — 18,103 —
−Removed: Long-term debt issued to a related party in an asset acquisition — — 30,000
Accrued compensation paid in equity awards — 5,100 1,102
Purchases of property and equipment included in accounts payable and other accrued liabilities 820 277 694
−Removed: Purchases of equipment financed through debt — — 234
−Removed: Sales of assets included in receivables 4,227 — —
+Added: Proceeds from sale of assets included in receivables 14 4,227 —
The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of December 31, 2021 and 2020 as shown above:
Cash and cash equivalents $ 42,920 $ 51,792
−Removed: Cash and cash equivalents included in current assets held for sale or abandonment — 2,223
Restricted cash included in other assets 423 458
14 unchanged sentences
Exemplar Genetics, LLC, doing business as Precigen Exemplar ("Exemplar"), is committed to enabling the study of life-threatening human diseases through the development of MiniSwine Yucatan miniature pig research models and services, as well as enabling the production of cells and organs in its genetically engineered swine for regenerative medicine applications and is a wholly owned subsidiary of Precigen with primary operations in Iowa.
−Removed: Trans Ova Genetics, L.C.
−Removed: ("Trans Ova") and Progentus, L.C.
−Removed: ("Progentus"), providers of reproductive technologies, including services and products sold to cattle breeders and other producers, are wholly owned subsidiaries with primary operations in California, Iowa, Maryland, Missouri, Texas, Washington, and Wisconsin.
−Removed: Effective October 1, 2019, Precigen transferred substantially all of its proprietary methane bioconversion platform assets to a wholly owned subsidiary, MBP Titan LLC ("MBP Titan").
+Added: Trans Ova Genetics, L.C., including its wholly owned subsidiary Progentus, L.C., are providers of reproductive technologies, including services and products sold to cattle breeders and other producers and are herein after collectively referred to as "Trans Ova." Trans Ova is a wholly owned subsidiary with primary operations in California, Iowa, Maryland, Missouri, Texas, Washington, and Wisconsin.
+Added: Effective October 1, 2019, Precigen transferred substantially all of its proprietary methane bioconversion platform ("MBP") assets to a wholly owned subsidiary, MBP Titan LLC ("MBP Titan").
MBP Titan's proprietary technology is designed to convert natural gas into more valuable and usable energy and chemical products through novel, highly engineered bacteria that utilize specific energy feedstocks.
Prior to October 1, 2019, the operation transferred to MBP Titan was an operating division within Precigen.
−Removed: Beginning in the second quarter of 2020, the Company suspended MBP Titan's operations and began the process to wind down MBP Titan's activities and has substantially completed the wind down by December 31, 2020.
+Added: Beginning in the second quarter of 2020, the Company suspended MBP Titan's operations and began the process to wind down MBP Titan's activities and had substantially completed the wind down by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021.
With the exception of certain assets and obligations with which the Company has a continuing involvement after the wind down, MBP Titan has been presented as discontinued operations for all periods presented.
6 unchanged sentences
See Notes 3 and 13 for further discussion.
−Removed: Precigen and its consolidated subsidiaries are hereinafter referred to as the "Company."
−Removed: Liquidity and Going Concern
−Removed: Management believes that existing liquid assets as of December 31, 2020, along with the net proceeds from the underwritten public offering in January 2021 (Note 23), will allow the Company to continue its operations for at least a year from the issuance date of these consolidated financial statements.
+Added: Precigen and its consolidated subsidiaries are hereinafter collectively referred to as the "Company."
+Added: Management believes that existing liquid assets as of December 31, 2021, will allow the Company to continue its operations for at least a year from the issuance date of these consolidated financial statements.
These consolidated financial statements are presented in United States dollars and are prepared under accounting principles generally accepted in the United States of America ("U.S.
−Removed: The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of product candidates.
−Removed: Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its and its collaborators' product candidates.
+Added: The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of therapeutic product candidates.
+Added: Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development, and clinical manufacturing of its therapeutic product candidates.
Additionally, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
1 unchanged sentence
Management expects operating losses and negative cash flows to continue for the foreseeable future and, as a result, the Company will require additional capital to fund its operations and execute its business plan.
−Removed: In the absence of a significant source of recurring revenue, the Company's long-term success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, reduce uses of cash for operating and investing activities for non-healthcare functions, obtain regulatory approval of its product candidates, successfully commercialize its product candidates, generate revenue, meet its obligations and, ultimately, attain profitable operations.
−Removed: Upon the original issuance of the Company's financial statements for the year ended December 31, 2018, the Company's resources of cash, cash equivalents, and short-term investments were not sufficient to fund the Company's planned operations through one year after the date the 2018 consolidated financial statements were originally issued and accordingly, there was substantial doubt about the Company's ability to continue as a going concern.
−Removed: The analysis used to determine the Company's ability to continue as a going concern did not include cash sources outside of the Company's direct control that management expected to be available within the twelve months following the original issuance of the 2018 consolidated financial statements.
−Removed: At the time of the original issuance of the 2018 consolidated financial statements, the Company could not ensure that it would be able to obtain sufficient additional funding through monetizing certain of its existing assets, entering into new license and collaboration agreements, issuing additional equity or debt instruments or any other means, and if it was able to do so, they may not be on satisfactory terms.
−Removed: The Company's ability to raise additional capital in the equity and debt markets, should the Company choose to do so, was dependent on a number of factors, including, but not limited to, the market demand for the Company's common stock, which itself is subject to a number of business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that were favorable to the Company.
−Removed: Should the Company not have been able to secure additional funding through these means, the Company could have had to engage in any or all of the following activities:
−Removed: (i) shift internal investments from subsidiaries and platforms whose potential for value creation was longer-term to near-term opportunities;
−Removed: (ii) sell certain of its operating subsidiaries to third parties;
−Removed: (iii) reduce operating expenditures for third-party contractors, including consultants, professional advisors and other vendors;
−Removed: and (iv) reduce or delay capital expenditures, including non-essential facility expansions, lab equipment, and information technology projects.
−Removed: The 2018 consolidated financial statements were prepared on a going concern basis and did not include any adjustments to the amounts and classification of assets and liabilities that may have been necessary in the event the Company could no longer continue as a going concern.
+Added: In the absence of a significant source of recurring revenue, the Company's long-term success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, adequately satisfy or renegotiate long-term debt obligations, obtain regulatory approval of its therapeutics product candidates, successfully commercialize its therapeutics product candidates, generate revenue, meet its obligations and, ultimately, attain profitable operations.
Summary of Significant Accounting Policies
5 unchanged sentences
Commencing in the second half of March 2020, the Company's healthcare business began to experience delays to certain of its clinical trials as a result of COVID-19.
−Removed: For example, starting in March 2020, ActoBio temporarily suspended the last cohort of the Phase 1b/2a clinical trial for AG019 as a proactive measure to protect the welfare and safety of patients, caregivers, clinical site staff, its employees, and contractors.
+Added: For example, starting in March 2020, the Company temporarily suspended the last cohort of the Phase 1b/2a clinical trial for AG019 as a proactive measure to protect the welfare and safety of patients, caregivers, clinical site staff, its employees, and contractors.
The temporary suspension of the AG019 trial was voluntary and was not related to any patient safety issues in the study.
−Removed: The voluntary suspension of the AG019 trial was lifted in June 2020, and the study is recruiting patients again.
−Removed: Additionally, from April to May 2020, enrollment of new patients in the Company's PRGN-3005
−Removed: Phase 1 trial was temporarily suspended due to a mandated hold on certain early and late-stage clinical trials at the Fred Hutchinson Cancer Research Center in Seattle that was instituted in light of the COVID-19 pandemic.
+Added: The voluntary suspension of the AG019 trial was lifted in June 2020, and recruitment in the study resumed.
+Added: Additionally, from April to May 2020, enrollment of new patients in the Company's PRGN-3005 Phase 1 trial was temporarily suspended due to a mandated hold on certain early and late-stage clinical trials at the Fred Hutchinson Cancer Research Center in Seattle that was instituted in light of the COVID-19 pandemic.
The temporary suspension of the PRGN-3005 trial was not related to safety issues in the studies, and in May 2020, recruitment resumed in the PRGN-3005 Phase 1 trial.
−Removed: Furthermore, uncertainty regarding the duration and severity of the ongoing pandemic may adversely impact the Company's clinical as well as preclinical pipeline candidates in the future.
+Added: Furthermore, there is uncertainty regarding the duration and severity of the ongoing pandemic, and the Company could experience further delays or other pandemic-related events that may adversely impact the Company's clinical as well as preclinical pipeline candidates in the future.
The Company is closely monitoring the impact of COVID-19 on these and other aspects of its business, including Trans Ova and Exemplar.
50 unchanged sentences
Exemplar also generates product and service revenues through the development and sale of genetically engineered miniature swine models.
−Removed: As each promised product or service is distinct, the Company recognizes the transaction price as revenue at a point in time when control of the promised product is transferred to the customer or when the promised service is rendered.
+Added: The Company evaluates each promised product or service under its contracts and identifies performance obligations for each distinct product or service.
+Added: The Company then allocates the transaction price of the contract to each performance obligation, recognizing the transaction price as revenue at a point in time when control of the promised product is transferred to the customer or when the promised service is rendered.
Payment terms are typically due within 30 days of invoicing, which occurs prior to or when revenue is recognized.
2 unchanged sentences
Research and development expenses include salaries and related costs of research and development personnel, including stock-based compensation expense, costs to acquire or reacquire technology rights, contract research organizations and consultants, facilities, materials and supplies associated with research and development projects as well as various laboratory studies.
−Removed: Costs incurred in conjunction with collaboration and licensing arrangements are included in
−Removed: research and development.
+Added: Costs incurred in conjunction with collaboration and licensing arrangements are included in research and development.
Indirect research and development costs include depreciation, amortization, and other indirect overhead expenses.
7 unchanged sentences
Recoverability of investments is dependent upon the performance of the issuer.
−Removed: As of December 31, 2020 and 2019, the Company had cash equivalent investments in highly liquid money market accounts at major financial institutions of $ 30,164 and $ 47,238 , respectively.
−Removed: Short-term Investments
−Removed: As of December 31, 2020, short-term investments include United States government debt securities and certificates of deposit.
+Added: As of December 31, 2021 and 2020, the Company had cash equivalent investments in highly liquid money market accounts at major financial institutions of $ 20,697 and $ 30,164 , respectively, which is included in cash and cash equivalents in the accompanying consolidated balance sheets.
+Added: Short-term and Long-Term Investments
+Added: As of December 31, 2021, short-term and long-term investments include United States government debt securities and certificates of deposit.
The Company determines the appropriate classification as short-term or long-term at the time of purchase based on original maturities and management's reasonable expectation of sales and redemption.
The Company reevaluates such classification at each balance sheet date.
−Removed: The Company's written investment policy requires investments to be explicitly rated by two of Standard & Poor's, Moody's or Fitch and to have a minimum rating of A1, P1 or F-1, respectively, from those agencies.
+Added: The Company's written investment policy requires investments to be
+Added: explicitly rated by two of Standard & Poor's, Moody's or Fitch and to have a minimum rating of A1, P1 or F-1, respectively, from those agencies.
In addition, the investment policy limits the amount of credit exposure to any one issuer.
22 unchanged sentences
Due to the Company's mix of fixed and variable rate securities holdings, the Company's investment portfolio is susceptible to changes in interest rates.
−Removed: As of December 31, 2020, gross unrealized losses on the Company's short-term investments were not material.
+Added: As of December 31, 2021, gross unrealized losses on the Company's short-term and long-term investments were not material.
From time to time, the Company may liquidate some or all of its investments to fund operational needs or other activities, such as capital expenditures or business acquisitions, or distribute its equity securities to shareholders as a stock dividend.
1 unchanged sentence
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade and related party receivables.
−Removed: The Company controls credit risk through credit approvals, credit limits, and monitoring procedures.
+Added: The Company manages credit risk through credit approvals, credit limits, and monitoring procedures.
The Company performs ongoing credit evaluations of its customers but generally does not require collateral to support accounts receivable.
Equity Method Investments
−Removed: The Company accounts for its investments in each of its joint ventures ("JVs") and in start-up entities backed by the Harvest Intrexon Enterprise Fund I, LP ("Harvest"), all of which are related parties, using the equity method of accounting based upon relative ownership interest.
−Removed: The Company's investments in these entities are included in investments in affiliates in the accompanying consolidated balance sheets.
−Removed: See additional discussion related to certain of the Harvest start-up entities in Notes 4 and 17 and to certain of the Company's JVs in Note 5.
+Added: The Company accounts for its investments in each of its joint ventures ("JVs") and accounted for its investments in start-up entities backed by the Harvest Intrexon Enterprise Fund I, LP ("Harvest"), all of which are related parties, using the equity
+Added: method of accounting based upon relative ownership interest.
+Added: See additional discussion related to certain of the Company's JVs in Note 4 and additional discussion related to certain of the Harvest start-up entities in Note 17.
Variable Interest Entities
4 unchanged sentences
As of December 31, 2021 and 2020, the Company determined that certain of its collaborators and JVs were VIEs.
−Removed: It also determined Harvest was a VIE as of December 31, 2019.
The Company was not the primary beneficiary for these entities since it did not have the power to direct the activities that most significantly impact the economic performance of the VIEs.
−Removed: The Company's aggregate investment balances of these VIEs as of December 31, 2020 and 2019, were $ 0 and $ 1,461 , respectively, which represents the Company's maximum risk of loss related to the identified VIEs.
+Added: As of December 31, 2021 and 2020, the Company had no risk of loss related to the identified VIEs.
See Note 4 for discussion of the Company's future funding commitments for its significant JVs.
Accounts Receivable
−Removed: Effective January 1, 2020, the Company applies FASB Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13").
−Removed: This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including accounts receivable.
−Removed: The amendment requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under the previous accounting guidance.
The Company is exposed to credit losses primarily through sales of products and services by Trans Ova and Exemplar in the normal course of business.
The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers' accounts receivables.
−Removed: The Company's monitoring activities include timely account reconciliation, routine follow-up
−Removed: on past due accounts, and consideration of customers' financial condition, as well as macroeconomic conditions.
+Added: The Company's monitoring activities include timely account reconciliation, routine follow-up on past due accounts, and consideration of customers' financial condition, as well as macroeconomic conditions.
Past due status is determined based upon contractual terms.
13 unchanged sentences
Major additions or betterments are capitalized and repairs and maintenance are expensed as incurred.
−Removed: Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets.
+Added: Depreciation and amortization is calculated using the
+Added: straight-line method over the estimated useful lives of the assets.
The estimated useful lives of these assets from continuing operations are as follows:
26 unchanged sentences
The Company performs its annual impairment review of goodwill in the fourth quarter, or sooner if a triggering event occurs prior to the annual impairment review.
−Removed: The fair value of the reporting units are primarily determined based on the income approach.
+Added: When the Company performs quantitative evaluations, the fair value of the reporting units are primarily determined based on the income approach.
The income approach is a valuation technique in which fair value is based from forecasted future cash flows, discounted at the appropriate rate of return commensurate with the risk as well as current rates of return for equity and debt capital as of the valuation date.
1 unchanged sentence
The discount rate utilizes a risk adjusted weighted average cost of capital.
−Removed: To assess the reasonableness of the calculated reporting unit fair values, the Company compares the sum of the reporting units' fair values to its market capitalization (per share stock price times the number of shares outstanding) and calculates an implied control premium (the excess of the sum of the reporting units' fair values over the market capitalization) and then assesses the reasonableness of its implied control premium.
+Added: To assess the reasonableness of the calculated reporting unit fair values, the Company compares the sum of the reporting units' fair values to its market capitalization (per share stock price times the number of shares outstanding) and calculates an implied control premium (the
+Added: excess of the sum of the reporting units' fair values over the market capitalization) and then assesses the reasonableness of its implied control premium.
See Notes 3 and 10 for additional discussion regarding goodwill impairment charges recorded in the years ended December 31, 2020 and 2019.
9 unchanged sentences
Impairment of Long-Lived Assets
−Removed: Long-lived assets to be held and used, including property, plant and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
+Added: Long-lived assets to be held and used, including property, plant and equipment, ROU Assets, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable.
−Removed: See Notes 3 and 10 for additional discussion of impairment of long-lived assets for the three years ended December 31, 2020.
+Added: See Notes 3 and 9 for additional discussion of impairment of long-lived assets for the years ended December 31, 2021, 2020, and 2019.
Convertible Notes
1 unchanged sentence
The original value assigned to long-term debt was the estimated fair value as of the issuance date of a similar debt instrument without a conversion option.
−Removed: The original value assigned to additional paid-in capital represented the value of the conversion option and was calculated by deducting the fair value of the long-term debt from the principal amount of the Convertible Notes and is not remeasured as long as it continues to meet the requirements for equity
−Removed: classification.
+Added: The original value assigned to additional paid-in capital represented the value of the conversion option and was calculated by deducting the fair value of the long-term debt from the principal amount of the Convertible Notes and is not remeasured as long as it continues to meet the requirements for equity classification.
The original value of the conversion option will accrete to the carrying value of the long-term debt and result in additional noncash interest expense over the expected life of the Convertible Notes using the effective interest method.
8 unchanged sentences
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to both differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards.
−Removed: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
+Added: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
+Added: expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of the change.
32 unchanged sentences
For purposes of the diluted net loss per share calculation, shares to be issued pursuant to convertible debt, stock options, RSUs, and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and, therefore, basic and diluted net loss per share were the same for all periods presented.
+Added: The following potentially dilutive securities as of December 31, 2021, 2020, and 2019, have been excluded from the computations of diluted weighted average shares outstanding for the years then ended as they would have been anti-dilutive:
+Added: 2021 2020 2019
+Added: Convertible debt 11,732,440 11,732,440 21,323,068
+Added: Options 12,260,187 11,255,896 9,022,282
+Added: Restricted stock units 468,481 1,727,712 1,781,982
+Added: Warrants 121,888 133,264 133,264
+Added: Total 24,582,996 24,849,312 32,260,596
Segment Information
The Company's chief operating decision maker ("CODM") regularly reviews disaggregated financial information for various operating segments.
−Removed: As of December 31, 2020, the Company's reportable segments were (i) PGEN Therapeutics;
−Removed: (ii) ActoBio;
−Removed: (iii) Trans Ova;
−Removed: and (iv) the Human Biotherapeutics division, which is an operating division of Precigen.
+Added: Starting in 2021, the financial information regularly reviewed by the CODM was revised, and the operating segments, which were determined to be operating and reportable segments, were (i) Biopharmaceuticals;
+Added: (ii) Exemplar;
+Added: and (iii) Trans Ova.
+Added: The Biopharmaceuticals reportable segment is primarily comprised of the Company's legal entities of PGEN Therapeutics and ActoBio.
All of Precigen's consolidated subsidiaries and operating divisions that did not meet the quantitative thresholds to report separately are combined and reported in a single category, All Other.
−Removed: See Note 1 for a description of PGEN Therapeutics, ActoBio, and Trans Ova.
−Removed: See Note 20 for a description of the Human Biotherapeutics division.
+Added: See Note 1 for a description of PGEN Therapeutics, ActoBio, Exemplar, and Trans Ova.
Corporate expenses, which are not allocated to the segments and are managed at a consolidated level, include costs associated with general and administrative functions, including the Company's finance, accounting, legal, human resources, information technology, corporate communication, and investor relations functions.
−Removed: Corporate expenses exclude interest expense, depreciation and amortization, stock-based compensation expense, loss on settlement agreement, and equity in net loss of affiliates and include unrealized and realized gains and losses on the Company's securities portfolio as well as dividend income.
+Added: Corporate expenses exclude interest expense, depreciation and amortization, gain or loss on disposals of assets, stock-based compensation expense, loss on settlement agreement, and equity in net loss of affiliates and include unrealized and realized gains and losses on the Company's securities portfolio as well as dividend income.
+Added: As a result of the revision of the reportable segments, the Company has restated its historical segment presentation to conform to the revised segment determination.
See Note 18 for further discussion of the Company's segments.
4 unchanged sentences
Recently Adopted Accounting Pronouncements
−Removed: In October 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808):
−Removed: Clarifying the Interaction between Topic 808 and Topic 606 ("ASU 2018-18").
−Removed: The provisions of ASU 2018-18 clarify when certain transactions between collaborative arrangement participants should be accounted for under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), and incorporates unit-of-account guidance consistent with ASC 606 to aid in this determination.
−Removed: The Company adopted this standard effective January 1, 2020, and there was no impact to the accompanying consolidated financial statements.
−Removed: In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810):
−Removed: Targeted Improvements to Related Party Guidance for Variable Interest Entities ("ASU 2018-17").
−Removed: The provisions of ASU 2018-17 modify the guidance under ASC Topic 810 related to the evaluation of indirect interests held through related parties under common control when determining whether fees paid to decision makers and service providers are variable interests.
−Removed: Indirect interests held through related parties that are under common control are no longer considered to be the equivalent of direct interests in their entirety and instead should be considered on a proportional basis.
−Removed: This guidance more closely aligns with accounting of how indirect interests held through related parties under common control are considered for determining whether a reporting entity must consolidate a
−Removed: The Company adopted this standard effective January 1, 2020, and there was no impact to the accompanying consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40):
−Removed: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15").
−Removed: The provisions of ASU 2018-15 clarify the accounting for implementation costs of a hosting arrangement that is a service contract.
−Removed: The new standard requires an entity (customer) in a hosting arrangement that is a service contract to follow existing internal-use software guidance to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense.
−Removed: Capitalized implementation costs of a hosting arrangement that is a service contract should be amortized over the term of the hosting arrangement, which might extend beyond the noncancelable period if there are options to extend or terminate.
−Removed: ASU 2018-15 also specifies the financial statement presentation of capitalized implementation costs and related amortization, in addition to required disclosures for material capitalized implementation costs related to hosting arrangements that are service contracts.
−Removed: The Company adopted this standard effective January 1, 2020, on a prospective basis, and there was no material impact to the accompanying consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (Topic 820):
−Removed: Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements ("ASU 2018-13").
−Removed: The provisions of ASU 2018-13 modify the disclosures related to recurring and nonrecurring fair value measurements.
−Removed: Disclosures related to the transfer of assets between Level 1 and Level 2 hierarchies have been eliminated and various additional disclosures related to Level 3 fair value measurements have been added, modified, or removed.
−Removed: The Company adopted this standard effective January 1, 2020, and there was no impact to the accompanying consolidated financial statements.
−Removed: In June 2016, the FASB issued ASU 2016-13, which modifies the impairment model for receivables to utilize an expected loss methodology in place of the previous incurred loss methodology, and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
+Added: In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740):
+Added: Simplifying the Accounting for Income Taxes ("ASU 2019-12").
+Added: The provisions of ASU 2019-12 are intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities.
The Company adopted this standard effective January 1, 2021, and there was no material impact to the accompanying consolidated financial statements.
5 unchanged sentences
ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas.
−Removed: The amendments in ASU 2020-06 are effective for annual periods beginning after December 15, 2021.
−Removed: Early adoption is permitted but no earlier than annual periods beginning after December 15, 2020.
−Removed: The guidance must be adopted as of the beginning of the fiscal year of adoption.
−Removed: The Company is currently evaluating the impact of the new standard on its consolidated financial statements.
−Removed: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes ("ASU 2019-12").
−Removed: The provisions of ASU 2019-12 are intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities.
−Removed: ASU 2019-12 is effective for annual periods beginning after December 15, 2020 and interim periods within those annual periods, with early adoption permitted.
−Removed: An entity that elects early adoption must adopt all the amendments in the same period.
−Removed: Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis.
−Removed: The Company is currently evaluating the impact of the new standard on its consolidated financial statements.
+Added: The Company will adopt this standard effective January 1, 2022 on a modified retrospective basis.
+Added: The Company expects the adoption of ASU 2020-06 will have an impact to its consolidated balance sheet as of January 1, 2022, increasing long-term debt, net of current portion, by approximately $ 18,200 to reflect the full principal amount of the Convertible Notes outstanding, net of unamortized issuance costs, with an offsetting decrease to shareholders' equity of the same amount.
+Added: The adoption of ASU 2020-06 is expected to reduce non-cash interest expense by approximately
+Added: $ 11,800 and $ 6,400 for the years ending December 31, 2022 and 2023, respectively.
+Added: There will not be any impact to the Company's cash flows as a result of the adoption of this new standard.
Discontinued Operations
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.
−Removed: The wind down of MBP Titan's activities was substantially complete by December 31, 2020, with the final disposition of certain property and equipment
−Removed: and the facility operating lease occurring in January 2021.
−Removed: See Note 23 for further discussion of the facility operating lease.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: This discontinuation of operations represented the continuation of a strategic shift to becoming primarily a healthcare company advancing technologies and products that address complex healthcare challenges that the Company commenced as part of the Transactions defined and discussed below.
+Added: The assets, liabilities, and expenses related to the discontinued operations of MBP Titan are classified and presented as discontinued operations in the accompanying consolidated financial statements for all periods.
+Added: 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 consolidated statement of operations for the year ended December 31, 2021.
+Added: 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.
+Added: This lease termination resulted in a gain of $ 4,602 , which is also included in income from discontinued operations in the accompanying consolidated statement of operations for the year ended December 31, 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.
−Removed: 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.
+Added: 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 consolidated financial statements for all periods presented as a result of the Company's continuing involvement.
−Removed: 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:
+Added: 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 December 31, 2021 and 2020, are as follows:
Property, plant and equipment, net $ — $ 586
−Removed: Goodwill — 9,635
Right-of-use assets — 9,131
5 unchanged sentences
Total liabilities held for sale or abandonment $ — $ 14,047
−Removed: The following table presents the financial results of discontinued operations of MBP Titan:
+Added: The following table presents the financial results of discontinued operations related to MBP Titan:
Year Ended December 31,
2021 2020 2019
−Removed: Operating expenses (1) $ 40,692 $ 37,423 $ 33,830
−Removed: Operating loss ( 40,692 ) ( 37,423 ) ( 33,830 )
−Removed: Loss before income taxes ( 40,692 ) ( 37,423 ) ( 33,830 )
−Removed: Loss from discontinued operations $ ( 40,692 ) $ ( 37,423 ) $ ( 33,830 )
−Removed: (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.
−Removed: 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.
+Added: Operating (gains) expenses (1) $ ( 4,599 ) $ 40,692 $ 37,423
+Added: Operating income (loss) 4,599 ( 40,692 ) ( 37,423 )
+Added: Income (loss) before income taxes 4,599 ( 40,692 ) ( 37,423 )
+Added: Income (loss) from discontinued operations $ 4,599 $ ( 40,692 ) $ ( 37,423 )
+Added: (1) Includes a goodwill impairment charge of $ 9,635 and an impairment charge on property, plant and equipment and ROU Assets of $ 12,406 in 2020 in conjunction with the suspension of MBP Titan's operations discussed above.
+Added: 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 consolidated statements of cash flows.
Year Ended December 31,
4 unchanged sentences
Impairment of other noncurrent assets — 12,406 —
+Added: (Gain) loss on disposal of assets, net ( 464 ) 67 ( 316 )
Stock-based compensation expense — ( 34 ) 1,345
+Added: Noncash gain on termination of leases ( 4,602 ) — —
Cash flows from investing activities
Purchases of property, plant and equipment — ( 88 ) ( 2,114 )
+Added: Proceeds from sales of assets 1,083 3,952 29
Transactions with TS Biotechnology Holdings, LLC and Darling Ingredients, Inc.
11 unchanged sentences
The Transactions were approved by the Company's independent members of the board of directors in December 2019.
−Removed: 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.
−Removed: 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.
−Removed: Immediately prior to the reclassification, the Company evaluated goodwill, long-lived assets, and the equity method investment included in the Transactions for impairment.
+Added: The Transactions represented a strategic shift of the Company towards the Company becoming primarily a healthcare company advancing technologies and products that address complex healthcare challenges.
+Added: The operations related to the Transactions have been classified and presented as discontinued operations in the accompanying consolidated financial statements for all periods.
+Added: Immediately prior to the reclassification to discontinued operations in 2019, 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.
2 unchanged sentences
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.
−Removed: See further discussion below.
−Removed: 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:
−Removed: TS Biotechnology Sale EnviroFlight Sale Total
−Removed: Cash and cash equivalents $ 2,223 $ — $ 2,223
−Removed: Other current assets 9,698 — 9,698
−Removed: Property, plant and equipment, net 51,975 — 51,975
−Removed: Intangible assets, net 20,891 4,383 25,274
−Removed: Investments in affiliates — 7,817 7,817
−Removed: Right-of-use assets 13,622 — 13,622
−Removed: Other noncurrent assets 212 — 212
−Removed: Total assets held for sale $ 98,621 $ 12,200 $ 110,821
−Removed: Deferred revenue, current (1) $ 8,723 $ — $ 8,723
−Removed: Lease liabilities, current 2,459 — 2,459
−Removed: Other current liabilities 3,058 41 3,099
−Removed: Deferred revenue, net of current portion (2) 19,410 — 19,410
−Removed: Lease liabilities, net of current portion 12,623 — 12,623
−Removed: Other long-term liabilities 1,019 — 1,019
−Removed: Total liabilities held for sale $ 47,292 $ 41 $ 47,333
−Removed: (1) Includes deferred revenue, current, from related parties of $ 1,243 .
−Removed: (2) Includes deferred revenue, net of current portion, from related parties of $ 6,836 .
−Removed: The following tables present the financial results of discontinued operations related to the Transactions:
+Added: See further discussion below regarding this out-of-period adjustment.
+Added: The following tables present the financial results of discontinued operations related to the Transactions for the year ended December 31, 2020 and 2019.
+Added: There were no discontinued operations related to the Transactions for the year ended December 31, 2021.
Year Ended December 31, 2020
10 unchanged sentences
Income (loss) from discontinued operations $ ( 26,057 ) $ 1 $ ( 26,056 )
−Removed: (1) Includes revenues recognized from related parties of $ 436 .
−Removed: Year Ended December 31, 2019
−Removed: TS Biotechnology Sale EnviroFlight Sale Total
−Removed: Revenues (1) $ 12,307 $ — $ 12,307
−Removed: Operating expenses (2) 116,091 10,794 126,885
−Removed: Operating loss ( 103,784 ) ( 10,794 ) ( 114,578 )
−Removed: Other expense, net ( 272 ) — ( 272 )
−Removed: Equity in net loss of affiliates — ( 4,314 ) ( 4,314 )
−Removed: Loss before income taxes ( 104,056 ) ( 15,108 ) ( 119,164 )
−Removed: Income tax benefit 3,005 — 3,005
−Removed: Loss from discontinued operations $ ( 101,051 ) $ ( 15,108 ) $ ( 116,159 )
(1) Includes revenue recognized from related parties of $ 436 .
−Removed: (2) Includes the impairment charge of $ 89,679 related to the Transactions discussed above.
Year Ended December 31, 2019
9 unchanged sentences
(1) Includes revenue recognized from related parties of $ 3,042 .
−Removed: (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.
−Removed: 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.
+Added: (2) Includes the impairment charge of $ 89,679 related to the Transactions discussed above.
+Added: The following table presents the significant noncash 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,
−Removed: 2020 2019 2018
Adjustments to reconcile net loss to net cash used in operating activities
11 unchanged sentences
Purchases of property, plant and equipment ( 382 ) ( 23,326 )
−Removed: Also see Note 14 below.
+Added: Also see Note 13.
Equity Method Investments
The Company accounted for its investment in EnviroFlight using the equity method of accounting.
−Removed: 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.
−Removed: Summarized financial data for equity method investments included in discontinued operations during the periods below are shown in the following tables.
−Removed: Current assets $ 703
−Removed: Noncurrent assets 30,549
−Removed: Total assets 31,252
−Removed: Current liabilities 2,352
−Removed: Non-current liabilities 88
−Removed: Total liabilities 2,440
−Removed: Net assets $ 28,812
+Added: Summarized financial data for EnviroFlight are shown in the following tables for the periods in which the Company held the equity method investment.
Year Ended December 31,
−Removed: 2020 2019 2018
Revenues $ 16 $ 510
3 unchanged sentences
Net loss $ ( 76 ) $ ( 8,628 )
−Removed: 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
3 unchanged sentences
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.
−Removed: 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.
−Removed: Mergers and Acquisitions
−Removed: Asset Acquisition of Certain Harvest Entities
−Removed: In September 2018, the Company, through its wholly owned subsidiary ActoBio, issued $ 30,000 of convertible promissory notes to Harvest, a related party, to acquire Harvest's ownership in CRS Bio, Inc.
−Removed: Genten Therapeutics, Inc.
−Removed: ("Genten Therapeutics");
−Removed: and Relieve Genetics, Inc.
−Removed: ("Relieve Genetics") (collectively the "Harvest entities").
−Removed: The Company also received $ 15,500 cash in the transaction from the acquisition of the Harvest entities.
−Removed: Prior to the transaction, the Company held a noncontrolling interest in the Harvest entities, with a combined carrying value for all entities of $ 4,303 , and accounted for its ownership using the equity method of accounting.
−Removed: Following the transaction, the Company owns 100 % of the equity interests of the Harvest entities including the rights that had been previously licensed to the Harvest entities by the Company.
−Removed: The Harvest entities did not meet the definition of a business and accordingly, the transaction was accounted for as an asset acquisition.
−Removed: By reacquiring the rights previously licensed to the Harvest entities, the Company was relieved from its obligations under the original ECCs and therefore wrote off deferred revenue of $ 10,078 in September 2018 as part of the transaction.
−Removed: The remaining value acquired of $ 8,721 was considered in-process research and development related to the reacquired rights under the ECCs and expensed immediately.
−Removed: See Note 12 for additional discussion of the convertible promissory notes.
+Added: 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 years ended December 31, 2020 and 2019.
Investments in Joint Ventures
Intrexon Energy Partners
−Removed: In March 2014, the Company and certain investors (the "IEP Investors"), including an affiliate of Third Security, a related party, entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon Energy Partners, LLC ("Intrexon Energy Partners"), a JV formed to optimize and scale-up the Company's methane bioconversion platform technology for the production of certain fuels and lubricants.
+Added: In 2014, the Company and certain investors (the "IEP Investors"), including an affiliate of Third Security, entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon Energy Partners, a JV formed to optimize and scale-up the Company's MBP technology for the production of certain fuels and lubricants.
The Company also entered into an ECC with Intrexon Energy Partners providing exclusive rights to the Company's technology for the use in bioconversion for the production of certain fuels and lubricants, as a result of which the Company received a technology access fee of $ 25,000 while retaining a 50 % membership interest in Intrexon Energy Partners.
The IEP Investors made initial capital contributions, totaling $ 25,000 in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners totaling 50 %.
−Removed: In addition, Precigen has committed to make capital contributions of up to $ 25,000 , and the IEP Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, have committed to make additional capital contributions of up to $ 25,000 , at the request of Intrexon Energy Partners' board of managers (the "Intrexon Energy Partners Board") and subject to certain limitations.
+Added: In addition, Precigen committed to make capital contributions of up to $ 25,000 , and the IEP Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, committed to make additional capital contributions of up to $ 25,000 , at the request of Intrexon Energy Partners' board of managers (the "Intrexon Energy Partners Board") and subject to certain limitations.
As of December 31, 2021, the Company's remaining commitment was $ 4,225 .
3 unchanged sentences
The Company's investment in Intrexon Energy Partners was $( 428 ) and $( 425 ) as of December 31, 2021 and 2020, respectively, and is included in other accrued liabilities in the accompanying consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners.
−Removed: See Note 3 for additional discussion regarding the Company's investment in Intrexon Energy Partners.
+Added: See Notes 3 and 16 for additional discussion regarding the Company's investment in Intrexon Energy Partners.
Intrexon Energy Partners II
−Removed: In December 2015, the Company and certain investors (the "IEPII Investors"), including Harvest, entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon Energy Partners II, LLC ("Intrexon Energy Partners II"), a JV formed to utilize the Company's methane bioconversion platform technology for the production of 1,4-butanediol, an industrial chemical used to manufacture spandex, polyurethane, plastics, and polyester.
+Added: In 2015, the Company and certain investors (the "IEPII Investors"), including Harvest, entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon Energy Partners II, a JV formed to utilize the Company's MBP technology for the production of 1,4-butanediol, an industrial chemical used to manufacture spandex, polyurethane, plastics, and polyester.
The Company also entered into an ECC with Intrexon Energy Partners II that provides exclusive rights to the Company's technology for use in the field, as a result of which the Company received a technology access fee of $ 18,000 while retaining a 50 % membership interest in Intrexon Energy Partners II.
The IEPII Investors made initial capital contributions, totaling $ 18,000 in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners II totaling 50 %.
−Removed: In December 2015, the owners of Intrexon Energy Partners II made a capital contribution of $ 4,000 , half of which was paid by the Company.
−Removed: Precigen has committed to make additional capital contributions of up to $ 10,000 , and the IEPII Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners II, have committed to make additional capital contributions of up to $ 10,000 , at the request of Intrexon Energy Partners II's board of managers (the "Intrexon Energy Partners II Board") and subject to certain limitations.
+Added: Also in 2015, the owners of Intrexon Energy Partners II made a capital contribution of $ 4,000 , half of which was paid by the Company.
+Added: Precigen committed to make additional capital contributions of up to $ 10,000 , and the IEPII Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners II, committed to make additional capital contributions of up to $ 10,000 , at the request of Intrexon Energy Partners II's board of managers (the "Intrexon Energy Partners II Board") and subject to certain limitations.
As of December 31, 2021, the Company's remaining commitment was $ 10,000 .
2 unchanged sentences
The Company and the IEPII Investors have the right, but not the obligation, to make additional capital contributions above the initial limits when and if solicited by the Intrexon Energy Partners II Board.
−Removed: The Company's investment in Intrexon Energy Partners II was $( 435 ) and $( 435 ) as of December 31, 2020 and 2019, respectively, and is included in other accrued liabilities in the accompanying consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners II.
+Added: The Company's investment in Intrexon Energy Partners II was $( 435 ) as of December 31, 2021 and 2020, and is included in other accrued liabilities in the accompanying consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners II.
See Notes 3, 16, and 17 for additional discussion regarding the Company's investment in Intrexon Energy Partners II.
−Removed: Intrexon T1D Partners
−Removed: In March 2016, the Company and certain investors (the "T1D Investors"), including affiliates of Third Security, entered into a Limited Liability Company Agreement that governs the affairs and conduct of business of Intrexon T1D Partners, LLC ("Intrexon T1D Partners"), a JV formed to utilize the Company's proprietary ActoBiotics platform to develop and commercialize products to treat type 1 diabetes.
−Removed: The Company also entered into an ECC with Intrexon T1D Partners that provided the exclusive rights to the Company's technology for use in the field, as a result of which the Company received a technology access fee of $ 10,000 while retaining a 50 % membership interest in Intrexon T1D Partners.
−Removed: The T1D Investors made initial capital contributions, totaling $ 10,000 in the aggregate, in exchange for pro rata membership interests in Intrexon T1D Partners totaling 50 %.
−Removed: Precigen committed to make capital contributions of up to $ 5,000 , and the T1D Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon T1D Partners, committed to make additional capital contributions of up to $ 5,000 , at the request of Intrexon T1D Partners' board of managers, which consisted of two members appointed by the Company and three members appointed by a majority of the T1D Investors.
−Removed: The Company satisfied its commitment in 2018.
−Removed: In November 2018, the Company, together with its wholly owned subsidiary ActoBio, issued 1,933,737 shares of Precigen common stock valued at $ 18,970 to the T1D Investors to acquire their ownership interest in Intrexon T1D Partners.
−Removed: Following the transaction, the Company owns 100 % of the membership interests in Intrexon T1D Partners, including the rights that had been previously licensed to Intrexon T1D Partners by the Company in the ECC.
−Removed: Intrexon T1D Partners did not meet the definition of a business, and accordingly, the transaction was accounted for as an asset acquisition.
−Removed: By reacquiring the rights previously licensed to Intrexon T1D Partners, the Company was relieved from its obligations under the original ECC and therefore wrote off $ 8,517 of deferred revenue in November 2018 as part of the transaction.
−Removed: The remaining value of $ 10,453 was considered in-process research and development related to the reacquired rights under the ECC and expensed immediately.
Collaboration and Licensing Revenue
2 unchanged sentences
Options to acquire additional services are considered to determine if they constitute material rights.
−Removed: At contract inception, the transaction price is typically the upfront payment received and is allocated to the performance obligations.
+Added: At contract inception, the transaction price is typically the upfront payment received and is allocated
+Added: to the performance obligations.
The Company has determined the transaction price should be recognized as revenue based on its measure of progress under the agreement primarily based on inputs necessary to fulfill the performance obligation.
5 unchanged sentences
2021 2020 2019
−Removed: ZIOPHARM Oncology, Inc.
+Added: Alaunos Therapeutics, Inc.
$ 100 $ 200 $ 2,171
−Removed: Ares Trading S.A.
Oragenics, Inc.
— 3,053 ( 564 )
−Removed: Intrexon T1D Partners, LLC — — 2,502
Intrexon Energy Partners, LLC — — 2,596
5 unchanged sentences
Total (2) $ 506 $ 21,208 $ 14,059
−Removed: (1) For the years ended December 31, 2019 and 2018, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.;
+Added: (1) For the year ended December 31, 2019, revenue recognized from collaborations with Harvest start-up entities include Thrive Agrobiotics, Inc.;
Exotech Bio, Inc.;
and AD Skincare, Inc.
−Removed: For the year ended December 31, 2018, revenue recognized from collaborations with Harvest start-up entities also include Genten Therapeutics and CRS Bio.
(2) Collaboration and licensing revenues recognized for the years ended December 31, 2021, 2020, and 2019, include the recognition of $ 397 , $ 20,205 , and $ 7,505 , respectively, associated with upfront and milestone payments which were previously deferred.
The following is a summary of the terms of the Company's significant collaborations and licensing agreements from continuing operations.
−Removed: ZIOPHARM Collaborations
−Removed: In January 2011, the Company entered into an ECC with ZIOPHARM Oncology, Inc.
−Removed: ("ZIOPHARM"), a related party at the time.
−Removed: Pursuant to the ECC, ZIOPHARM received a license to the Company's technology platform within the field of oncology as defined more specifically in the agreement.
−Removed: The Company received upfront consideration upon execution of the ECC in the form of ZIOPHARM common shares valued at $ 17,457 , shares of ZIOPHARM common stock valued at $ 18,330 as consideration upon achievement of a milestone in 2012, and reimbursements for research and development services performed during the ECC.
−Removed: In March 2015, in conjunction with the worldwide License and Collaboration Agreement ("Merck Agreement") with Ares Trading S.A.
−Removed: ("Ares Trading"), a wholly owned subsidiary of Merck KGaA, and ZIOPHARM discussed below, the Company and ZIOPHARM amended their existing ECC.
−Removed: The amendment modified the scope of the ECC
−Removed: in connection with the Merck Agreement and provided that the Company would pay to ZIOPHARM 50 % of all payments received for upfront fees, milestones and royalties under the Merck Agreement.
−Removed: See discussion of the Merck Agreement below.
−Removed: In June 2016, the Company amended the ECC and a prior ECC that was mutually terminated in December 2017 to reduce the rate of royalty that the Company was entitled to receive on certain products commercialized pursuant to the agreements.
−Removed: As consideration for execution of the amendments, ZIOPHARM issued the Company shares of ZIOPHARM's Series 1 Preferred Stock.
−Removed: The Company allocated the consideration received to each ECC based on the cumulative value of upfront and milestone payments previously received pursuant to that ECC.
−Removed: See Note 18 for additional discussion of the terms of the preferred stock and the accounting treatment.
−Removed: In October 2018, the Company, through its wholly owned subsidiary PGEN Therapeutics, entered into a license agreement (the "ZIOPHARM License Agreement") with ZIOPHARM, which terminated and replaced the terms of the original ZIOPHARM ECC, including the amendments thereto.
−Removed: Pursuant to the terms of the ZIOPHARM License Agreement, the Company granted ZIOPHARM an exclusive, worldwide, royalty-bearing, sub-licensable license to research, develop and commercialize (i) products utilizing the Company's RheoSwitch gene switch ("RTS") to express IL-12 (the "IL-12 Products") for the treatment of cancer, (ii) chimeric antigen receptor ("CAR") products directed to (a) CD19 for the treatment of cancer (the "CD19 Products"), and (b) a second target, subject to the rights of the Company to pursue such target under the Merck Agreement, and (iii) T-cell receptor ("TCR") products (the "TCR Products") designed for neoantigens for the treatment of cancer or the treatment and prevention of human papilloma virus ("HPV") to the extent that the primary reason for such treatment or prevention is to prevent cancer, which is referred to as the HPV Field.
−Removed: The Company has also granted ZIOPHARM an exclusive, worldwide, royalty-bearing, sub-licensable license for certain patents relating to the Company's Sleeping Beauty technology to research, develop and commercialize TCR Products for both neoantigens and shared antigens for the treatment of cancer and in the HPV Field.
−Removed: ZIOPHARM will be solely responsible for all aspects of the research, development and commercialization of the exclusively licensed products for the treatment of cancer.
−Removed: ZIOPHARM is required to use commercially reasonable efforts to develop and commercialize IL-12 Products and CD19 Products, and after a two-year period, the TCR Products.
−Removed: The Company also granted ZIOPHARM an exclusive, worldwide, royalty-bearing, sub-licensable license to research, develop and commercialize products utilizing an additional construct that expresses RTS IL-12 (the "Gorilla IL-12 Products") for the treatment of cancer and in the HPV Field.
−Removed: ZIOPHARM is responsible for all development costs associated with each of the licensed products, other than Gorilla IL-12 Products.
−Removed: ZIOPHARM and the Company will share the development costs and operating profits for Gorilla IL-12 Products, with ZIOPHARM responsible for 80 % of the development costs and receiving 80 % of the operating profits, as defined in the ZIOPHARM License Agreement, and the Company responsible for the remaining 20 % of the development costs and receiving 20 % of the operating profits, except that ZIOPHARM will bear all development costs and the Company will share equally in operating profits for Gorilla IL-12 Products in the HPV Field (the "Gorilla Program").
−Removed: In consideration of the licenses and other rights granted by the Company, ZIOPHARM will pay the Company an annual license fee of $ 100 and agreed to reimburse the Company $ 1,000 , paid in four quarterly installments, with respect to historical Gorilla IL-12 Products (the "historical Gorilla reimbursements").
−Removed: ZIOPHARM will make milestone payments, payable upon the initiation of later stage clinical trials and upon the approval of exclusively licensed programs in various jurisdictions, totaling up to an additional $ 52,500 for each of four exclusively licensed programs, up to an aggregate of $ 210,000 .
−Removed: In addition, ZIOPHARM will pay the Company tiered royalties ranging from low-single digits to high-single digits on the net sales derived from the sales of any approved IL-12 Products and CAR products.
−Removed: ZIOPHARM will also pay the Company royalties ranging from low-single digits to mid-single digits on the net sales derived from the sales of any approved TCR Products, up to maximum royalty amount of $ 100,000 in the aggregate.
−Removed: ZIOPHARM will also pay the Company 20 % of any sublicensing income received by ZIOPHARM relating to the licensed products.
−Removed: The Company reacquired rights to research, develop and commercialize CAR products for all other targets.
−Removed: In addition, the Company may research, develop and commercialize products for the treatment of cancer, outside of the products exclusively licensed to ZIOPHARM.
−Removed: The Company will pay ZIOPHARM royalties ranging from low-single digits to mid-single digits on the net sales derived from the sale of the Company's CAR products, up to $ 50,000 .
−Removed: The Company also received from ZIOPHARM reimbursement of costs incurred to transition the necessary knowledge and materials for ZIOPHARM programs for a period of one year from the effective date (the "Transition Services").
−Removed: As between the parties, the Company agreed to perform all of the obligations of ZIOPHARM under the Merck Agreement, other than an obligation of exclusivity thereunder and ZIOPHARM will remain responsible for all payments owed under the Merck Agreement with respect to CD19 and the other target under the Merck Agreement as a result of ZIOPHARM's, its affiliates' or its sublicensees' exploitation of CAR products.
−Removed: Further, the Company is entitled to receive all rights and financial considerations with respect to all other CAR products, subject to the CAR royalties due to ZIOPHARM for such products.
−Removed: The ZIOPHARM License Agreement will terminate on a product-by-product and/or country-by-country basis upon the expiration of
−Removed: the later to occur of (i) the expiration of the last to expire patent claim for a licensed product, or (ii) 12 years after the first commercial sale of a licensed product in such country.
−Removed: In addition, ZIOPHARM may terminate the ZIOPHARM License Agreement on a country-by-country or program-by-program basis following written notice to the Company, and either party may terminate the ZIOPHARM License Agreement following notice of a material breach.
−Removed: Pursuant to the ZIOPHARM License Agreement, the 2016 Securities Issuance Agreement between the Company and ZIOPHARM was terminated as of the effective date of the ZIOPHARM License Agreement, all of the benefits, rights, obligations and liabilities thereunder immediately ceased and terminated and the Company returned to ZIOPHARM all of the preferred stock owned by the Company as of the Effective Date, which was valued at $ 158,376 .
−Removed: See Note 18 for additional discussion of the preferred stock.
−Removed: Prior to the execution of the ZIOPHARM License Agreement, the Company had $ 51,084 of deferred revenue remaining from the original ECC, which was related to the Company's obligations to perform under that agreement.
−Removed: Replacement of the original ECC with the ZIOPHARM License Agreement was a contract modification under ASC 606 that represented the termination of the original agreement and the creation of a new agreement as the remaining rights, obligations, and services to be exchanged, which were limited to the Transition Services, were distinct from those under the ECC.
−Removed: Therefore, the Company reviewed the various forms of consideration in the ZIOPHARM License Agreement to determine the transaction price.
−Removed: As the Company's obligations under the ZIOPHARM License Agreement were only related to the Transition Services and no other obligations under the ECC remained, a portion of the previously deferred revenue from the ECC was relieved, which the Company determined to be $ 49,329 , and the remaining $ 1,755 was included in the transaction price.
−Removed: The initial annual license payment of $ 100 was also included in the transaction price.
−Removed: The remaining annual license payments and potential milestone payments were constrained at the modification date and will only be recognized when the payments become probable of being received.
−Removed: Royalty payments from sales of ZIOPHARM products developed pursuant to the ZIOPHARM License Agreement will be recognized when the sales occur.
−Removed: The Company recognized payments from Transition Services as those services were performed and recognized the transaction price of $ 1,855 as it performed the Transition Services required under the ZIOPHARM License Agreement.
−Removed: The Company also reviewed the consideration paid and potential consideration to be paid to ZIOPHARM as part of the ZIOPHARM License Agreement, which included the $ 158,376 of ZIOPHARM preferred stock returned by the Company and potential royalty payments to ZIOPHARM from sales of the Company's CAR products.
−Removed: The Company determined the exchange of its investment in ZIOPHARM preferred stock for certain CAR rights previously licensed under the ECC (i.e., in-process research and development) and the relief of performance obligations to ZIOPHARM under the ECC constituted an exchange for distinct goods and services.
−Removed: Therefore, the Company wrote off the $ 49,329 of relieved deferred revenue and recorded an expense of $ 109,047 for the reacquired in-process research and development.
−Removed: Potential royalty payments to ZIOPHARM will be expensed as incurred as they relate to distinct goods or services.
−Removed: The Company determined that the Gorilla Program represented a separate collaboration agreement under the scope of ASC 808, Collaborative Arrangements, ("ASC 808") and was not included in the accounting for the ZIOPHARM License Agreement under ASC 606.
−Removed: The Company recognized $ 500 of the historical Gorilla reimbursements on the contract modification date and recognized the remaining amounts when receipt became probable.
+Added: Alaunos Collaborations
+Added: In 2018, the Company, through its wholly owned subsidiary PGEN Therapeutics, entered into a license agreement (the "Alaunos License Agreement") with Alaunos Therapeutics, Inc., formerly known as ZIOPHARM Oncology, Inc.
+Added: ("Alaunos"), which terminated and replaced the terms of the ECC agreement entered into between the Company and Alaunos in 2011, including the amendments thereto.
+Added: Contemporaneously with the execution of the license agreement, Alaunos ceased to be a related party.
+Added: Pursuant to the terms of the Alaunos License Agreement, the Company granted Alaunos an exclusive, worldwide, royalty-bearing, sub-licensable license to research, develop and commercialize (i) products utilizing the Company's RheoSwitch gene switch ("RTS") to express IL-12 (the "IL-12 Products") for the treatment of cancer, (ii) chimeric antigen receptor ("CAR") products directed to (a) CD19 for the treatment of cancer (the "CD19 Products"), and (b) a second target, subject to certain rights as discussed in the agreement, and (iii) T-cell receptor ("TCR") products (the "TCR Products") designed for neoantigens for the treatment of cancer or the treatment and prevention of human papilloma virus ("HPV") to the extent that the primary reason for such treatment or prevention is to prevent cancer, which is referred to as the HPV Field.
+Added: The Company has also granted Alaunos an exclusive, worldwide, royalty-bearing, sub-licensable license for certain patents relating to the Company's Sleeping Beauty technology to research, develop and commercialize TCR Products for both neoantigens and shared antigens for the treatment of cancer and in the HPV Field.
+Added: Alaunos will be solely responsible for all aspects of the research, development and commercialization of the exclusively licensed products for the treatment of cancer.
+Added: Alaunos is required to use commercially reasonable efforts to develop and commercialize IL-12 Products, CD19 Products, and the TCR Products.
+Added: The Company also granted Alaunos an exclusive, worldwide, royalty-bearing, sub-licensable license to research, develop and commercialize products utilizing an additional construct that expresses RTS IL-12 (the "Gorilla IL-12 Products") for the treatment of cancer and in the HPV Field.
+Added: Alaunos is responsible for all development costs associated with each of the licensed products, other than
+Added: Gorilla IL-12 Products.
+Added: Alaunos and the Company will share the development costs and operating profits for Gorilla IL-12 Products, with Alaunos responsible for 80 % of the development costs and receiving 80 % of the operating profits, as defined in the Alaunos License Agreement, and the Company responsible for the remaining 20 % of the development costs and receiving 20 % of the operating profits, except that Alaunos will bear all development costs and the Company will share equally in operating profits for Gorilla IL-12 Products in the HPV Field (the "Gorilla Program").
+Added: Under the Alaunos License Agreement, Alaunos will pay the Company an annual license fee of $ 100 and, in 2019, reimbursed the Company $ 1,000 with respect to historical Gorilla IL-12 Products.
+Added: Alaunos will make milestone payments, payable upon the initiation of later stage clinical trials and upon the approval of exclusively licensed programs in various jurisdictions, totaling up to an additional $ 52,500 for each of four exclusively licensed programs, up to an aggregate of $ 210,000 .
+Added: In addition, Alaunos will pay the Company tiered royalties ranging from low-single digits to high-single digits on the net sales derived from the sales of any approved IL-12 Products and CAR products.
+Added: Alaunos will also pay the Company royalties ranging from low-single digits to mid-single digits on the net sales derived from the sales of any approved TCR Products, up to maximum royalty amount of $ 100,000 in the aggregate.
+Added: Alaunos will also pay the Company 20 % of any sublicensing income received by Alaunos relating to the licensed products.
+Added: Under the Alaunos License Agreement, the Company reacquired rights previously held by Alaunos to research, develop and commercialize CAR products for all other targets.
+Added: In addition, the Company may research, develop and commercialize products for the treatment of cancer, outside of the products exclusively licensed to Alaunos.
+Added: The Company will pay Alaunos royalties ranging from low-single digits to mid-single digits on the net sales derived from the sale of the Company's CAR products, up to $ 50,000 .
+Added: The Company also received from Alaunos reimbursement of costs incurred to transition the necessary knowledge and materials for Alaunos programs for a period of one year from the effective date (the "Transition Services").
+Added: The Company is entitled to receive all rights and financial considerations with respect to all other CAR products, subject to the CAR royalties due to Alaunos for such products.
+Added: The Alaunos License Agreement will terminate on a product-by-product and/or country-by-country basis upon the expiration of the later to occur of (i) the expiration of the last to expire patent claim for a licensed product, or (ii) 12 years after the first commercial sale of a licensed product in such country.
+Added: In addition, Alaunos may terminate the Alaunos License Agreement on a country-by-country or program-by-program basis following written notice to the Company, and either party may terminate the Alaunos License Agreement following notice of a material breach.
+Added: Replacement of the original ECC with the Alaunos License Agreement was a contract modification under ASC 606 that represented the termination of the original agreement and the creation of a new agreement as the remaining rights, obligations, and services to be exchanged, which were limited to the Transition Services, were distinct from those under the ECC.
+Added: The Company determined the new agreement had a transaction price of $ 1,855 , the majority of which related to a portion of the deferred revenue remaining from the original ECC.
+Added: The annual license payments, excluding the first such payment which was included in the transaction price, and potential milestone payments were constrained at the modification date and will only be recognized when the payments become probable of being received.
+Added: Royalty payments from sales of Alaunos products developed pursuant to the Alaunos License Agreement will be recognized when the sales occur.
+Added: The Company recognized payments from Transition Services as those services were performed and recognized the transaction price as it performed the Transition Services required under the Alaunos License Agreement.
+Added: The Company determined that the Gorilla Program represented a separate collaboration agreement under the scope of ASC 808, Collaborative Arrangements, ("ASC 808") and was not included in the accounting for the Alaunos License Agreement under ASC 606.
The development costs and operating profits from the Gorilla Program will be recognized in accordance with ASC 808.
−Removed: Merck Licensing Agreement
−Removed: In March 2015, the Company signed the Merck Agreement with Ares Trading and ZIOPHARM through which the parties established a collaboration for the research and development and commercialization of certain products for the prophylactic, therapeutic, palliative or diagnostic use for cancer in humans.
−Removed: Pursuant to the Merck Agreement, the Company received a technology access fee of $ 115,000 as upfront consideration, of which $ 57,500 was paid to ZIOPHARM in accordance with the terms of the agreement.
−Removed: Upon the selection of the first two targets by Ares Trading, the Company received $ 10,000 in equal quarterly installments over two years .
−Removed: In December 2018, the Company entered into a Securities Purchase, Assignment and Assumption Agreement (the "Merck Purchase Agreement") with Ares Trading pursuant to which the Company reacquired Ares Trading's development and commercialization rights under the Merck Agreement.
−Removed: As consideration for the reacquisition of the Merck Agreement, the Company issued Ares Trading 20,640,119 shares of Precigen common stock valued at $ 140,353 and agreed to pay Ares Trading a royalty of 10 % of the net sales derived from two CAR products specified in the Merck Purchase Agreement.
−Removed: By reacquiring the rights previously licensed to Ares Trading, the Company is relieved of its obligations under the Merck Agreement and therefore wrote off deferred revenue of $ 31,826 .
−Removed: The remaining value acquired of $ 108,527 was considered in-process research and development related to the reacquired rights under the Merck Agreement and expensed immediately.
−Removed: potential future royalty payments to Ares Trading do not represent consideration paid to a customer and will be recorded when the payments are probable.
−Removed: See Note 12 for additional discussion of this transaction.
Oragenics Collaboration
−Removed: In June 2015, the Company entered into an ECC with Oragenics, a related party at the time.
+Added: In 2015, the Company entered into an ECC with Oragenics, a related party at the time.
Pursuant to the ECC, at the transaction effective date, Oragenics received a license to the Company's technology platform within the field of biotherapeutics for use in certain treatments of oral mucositis and other diseases and conditions of the oral cavity, throat, and esophagus.
Upon execution of the ECC, the Company received a technology access fee of a $ 5,000 convertible promissory note, which was subsequently converted to shares of Oragenics' common stock.
−Removed: These shares were sold in the TS Biotechnology Sale (Note 3).
+Added: These shares were sold in the TS Biotechnology Sale in 2020 (Note 3).
The Company received reimbursement payments for research and development services provided pursuant to the agreement during the ECC and manufacturing services for Company materials provided to Oragenics during the ECC.
1 unchanged sentence
Following the termination of the ECC, Oragenics is no longer a related party.
−Removed: Intrexon T1D Partners Collaboration
−Removed: In March 2016, the Company entered into an ECC with Intrexon T1D Partners, a JV between the Company and certain investors and a related party.
−Removed: Pursuant to the ECC, Intrexon T1D Partners received an exclusive license to the Company's technology platform to develop and commercialize products to treat type 1 diabetes.
−Removed: Upon execution of the ECC, the Company received a technology access fee of $ 10,000 .
−Removed: The Company received reimbursement of research and development services provided pursuant to the ECC agreement.
−Removed: In November 2018, the Company completed an asset acquisition with the T1D Investors, resulting in the Company owning 100 % of the membership interest of Intrexon T1D Partners including all rights under the ECC (Note 5).
−Removed: Genten Therapeutics, CRS Bio, and Relieve Genetics Collaborations
−Removed: In 2016, the Company entered into three separate ECCs with Genten Therapeutics, CRS Bio, and Relieve Genetics, all affiliates of Harvest and related parties.
−Removed: The total upfront consideration received for the three collaborations was $ 10,933 , which mostly consisted of equity interests in these entities.
−Removed: The Company also received reimbursements for research and development services provided pursuant to the ECCs.
−Removed: In September 2018, the Company completed an asset acquisition with Harvest, resulting in the Company owning 100 % of the equity interests in these entities, including all rights under the ECCs (Note 4).
Intrexon Energy Partners Collaboration
In March 2014, the Company entered into an ECC with Intrexon Energy Partners, a JV between the Company and certain investors and a related party.
−Removed: The ECC grants Intrexon Energy Partners an exclusive license to the Company's technology platform to optimize and scale-up the Company's methane bioconversion platform for the production of certain fuels and lubricants.
+Added: The ECC grants Intrexon Energy Partners an exclusive license to the Company's technology platform to optimize and scale-up the Company's MPB technology for the production of certain fuels and lubricants.
Upon execution of the ECC, the Company received a technology access fee of $ 25,000 as upfront consideration.
2 unchanged sentences
The ECC is not active while the IEP Investors evaluate the status of the project and their desired future development activities.
+Added: See Note 16 for additional discussion related to Intrexon Energy Partners.
Intrexon Energy Partners II Collaboration
In December 2015, the Company entered into an ECC with Intrexon Energy Partners II, a JV between the Company and certain investors and a related party.
−Removed: Pursuant to the ECC, Intrexon Energy Partners II received an exclusive license to the Company's technology platform to optimize and scale-up the Company's methane bioconversion platform for the production of 1,4-butanediol (BDO), a key chemical intermediate that is used to manufacture spandex, polyurethane, plastics, and polyester.
+Added: Pursuant to the ECC, Intrexon Energy Partners II received an exclusive license to the Company's technology platform to optimize and scale-up the Company's MBP technology for the production of 1,4-butanediol (BDO), a key chemical intermediate that is used to manufacture spandex, polyurethane, plastics, and polyester.
Upon execution of the ECC, the Company received a technology access fee of $ 18,000 and is entitled to reimbursement of research and development services as provided for in the ECC agreement.
2 unchanged sentences
The ECC is not active while the IEPII Investors evaluate the status of the project and their desired future development activities.
+Added: See Note 16 for additional discussion related to Intrexon Energy Partners II.
Exotech Bio, AD Skincare, and Thrive Agrobiotics Collaborations
6 unchanged sentences
In conjunction with a settlement agreement with Harvest (Note 17), these ECCs were terminated in December 2020, and the previously licensed technology rights reverted to the Company pursuant to the ECCs.
−Removed: The Company wrote off the remaining balance of deferred revenue associated with these ECCs totaling $ 6,993 as an offset to the loss recognized on the settlement agreement.
+Added: The Company wrote off the remaining balance of deferred revenue associated with these ECCs in 2020 totaling $ 6,993 as an offset to the loss recognized on the settlement agreement.
Castle Creek Collaborations
10 unchanged sentences
Additionally, the Termination Agreement provides for the Company to perform certain drug product manufacturing activities related to the Retained Products.
−Removed: The Termination Agreement was accounted for as a new contract, and the remaining deferred revenue from the 2012 Castle Creek ECC is being recognized prospectively as the manufacturing activities are performed.
+Added: The Termination Agreement was accounted for as a new contract, and the remaining deferred revenue from the 2012 Castle Creek ECC was recognized prospectively through 2021 as the manufacturing activities were performed.
In December 2015, the Company entered into a second ECC with Castle Creek (the "2015 Castle Creek ECC").
Pursuant to the ECC, at the transaction effective date, Castle Creek received a license to the Company's technology platform to develop and commercialize genetically-modified fibroblasts to treat chronic inflammatory and degenerative diseases of the joint, including arthritis and related conditions.
−Removed: In February 2020, the Company and Castle Creek mutually agreed to terminate the 2015 Castle Creek ECC, and accordingly, the Company recognized the remaining balance of deferred revenue associated with the 2015 Castle Creek ECC totaling $ 10,000 .
+Added: In February 2020, the Company and Castle Creek mutually agreed to terminate the 2015 Castle Creek ECC, and accordingly, the Company recognized the remaining balance of deferred revenue associated with the 2015 Castle Creek ECC totaling $ 10,000 in 2020.
Deferred Revenue
12 unchanged sentences
Average Remaining Performance Period (Years) December 31,
−Removed: Oragenics, Inc.
−Removed: 0.0 $ — $ 2,864
Intrexon Energy Partners, LLC 2.2 8,362 8,362
1 unchanged sentence
Castle Creek Biosciences, Inc.
−Removed: 1.0 379 17,697
−Removed: Harvest start-up entities (1) 0.0 — 6,993
Other 2.8 1,818 1,836
Total $ 23,023 $ 23,420
−Removed: (1) As of December 31, 2019, the balance of deferred revenue for collaborations with Harvest start-up entities includes Thrive Agrobiotics, Exotech Bio, and AD Skincare.
−Removed: Short-term Investments
+Added: Short-term and Long-term Investments
The Company's investments are classified as available-for-sale.
10 unchanged sentences
See Notes 2 and 7 for further discussion on the Company's method for determining the fair value of its assets.
−Removed: As of December 31, 2020, all of the available-for-sale investments were due within one year based on their contractual maturities.
+Added: The estimated fair value of available-for-sale investments classified by their contractual maturities as of December 31, 2021 was:
+Added: Due within one year $ 72,240
+Added: After one year through two years 48,562
+Added: Total $ 120,802
Changes in market interest rates and bond yields cause certain investments to fall below their cost basis, resulting in unrealized losses on investments.
−Removed: The unrealized losses of the Company's investments were primarily a result of unfavorable changes in interest rates subsequent to the initial purchase of these investments and are not significant as of December 31, 2020.
+Added: The unrealized losses of the Company's debt security investments are not significant as of December 31, 2021.
Fair Value Measurements
The carrying amount of cash and cash equivalents, receivables, accounts payable, accrued compensation and benefits, other accrued liabilities, and related party payables approximate fair value due to the short maturity of these instruments.
−Removed: The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis, including the items for which the fair value option has been elected, as of December 31, 2020:
+Added: The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2021:
Quoted Prices in Active Markets
3 unchanged sentences
United States government debt securities $ — $ 120,705 $ — $ 120,705
−Removed: Other — 264 — 264
+Added: Certificates of deposit — 97 — 97
Total $ — $ 120,802 $ — $ 120,802
−Removed: The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis, including the items for which the fair value option has been elected, as of December 31, 2019:
+Added: The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2020:
Quoted Prices in Active Markets
3 unchanged sentences
United States government debt securities $ — $ 48,061 $ — $ 48,061
−Removed: Other — 264 — 264
+Added: Certificates of deposit — 264 — 264
Total $ — $ 48,325 $ — $ 48,325
−Removed: The method used to estimate the fair value of the Level 2 short-term debt investments in the tables above is based on professional pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets.
−Removed: During 2019, the Company's equity securities of AquaBounty (Note 1) and preferred stock owned in one of its collaborators (Note 18) were classified as Level 3 within the fair value hierarchy prior to disposition.
−Removed: The following table summarizes the changes in the Level 3 investments during the year ended December 31, 2019.
−Removed: Beginning balance $ 191
−Removed: Retained interest in deconsolidated subsidiary 14,239
−Removed: Dividend income from investments in preferred stock 48
−Removed: Net unrealized appreciation in the fair value of the investments in equity securities and preferred stock 7,446
−Removed: Proceeds from sale of equity securities ( 21,587 )
−Removed: Proceeds to be received from preferred stock ( 337 )
−Removed: Ending balance $ —
+Added: The method used to estimate the fair value of the Level 2 short-term and long-term debt investments in the tables above is based on professional pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets.
The carrying values of the Company's long-term debt, excluding the Convertible Notes, approximates fair value due to the length of time to maturity and/or the existence of interest rates that approximate prevailing market rates.
2 unchanged sentences
The Convertible Notes are reflected on the accompanying consolidated balance sheets at amortized cost, which was $ 179,882 and $ 168,147 as of December 31, 2021 and 2020, respectively.
−Removed: During the year ended December 31, 2020, the Company's contingent consideration liability, which was $ 585 as of December 31, 2019, was reduced to $ 0 as the period for potential payment of this contingent consideration expired without payment in June 2020.
+Added: During the year ended December 31, 2020, the Company's contingent consideration liability related to the 2017 Agreement and Plan of Merger of GenVec, Inc., which was $ 585 as of December 31, 2019, was reduced to $ 0 as the period for potential payment of this contingent consideration expired without payment in June 2020.
The contingent consideration liability was remeasured to fair value at each reporting date until the contingency was resolved, and those changes in fair value were recognized in earnings.
−Removed: The changes in the fair value of the Level 3 liability during the years ended December 31, 2020 and 2019 were as follows:
−Removed: Beginning balance $ 585 $ 585
+Added: There were no Level 3 liabilities during the year ended December 31, 2021.
+Added: The changes in the fair value of the Level 3 liability during the year ended December 21, 2020 were as follows:
+Added: Balance at December 31, 2019 $ 585
Change in fair value of contingent consideration recognized in selling, general, and administrative expenses ( 585 )
−Removed: Ending balance $ — $ 585
−Removed: See Notes 10 and 11 for discussion of non-recurring fair value estimates used in calculating impairment charges recorded during the year ended December 31, 2020.
+Added: Balance at December 31, 2020 $ —
+Added: See Notes 9 and 10 for discussion of non-recurring fair value estimates used in calculating impairment charges recorded during the years ended December 31, 2021, 2020, and 2019.
Inventory consists of the following:
18 unchanged sentences
Depreciation expense was $ 6,202 , $ 7,449 , and $ 8,222 for the years ended December 31, 2021, 2020, and 2019, respectively.
+Added: During the year ended December 31, 2021, the Company recorded impairment losses of $ 543 , which is included in impairment of other noncurrent assets on the accompanying consolidated statement of operations, primarily related to a right-of-use asset at one of the Company's leased locations.
During the year ended December 31, 2020, the Company recorded impairment losses of $ 920 , which is included in impairment of other noncurrent assets on the accompanying consolidated statement of operations, primarily related to right-of-use assets at certain of the Company's leased locations.
3 unchanged sentences
Beginning of year $ 54,363 $ 54,119
−Removed: Impairment — ( 29,820 )
Foreign currency translation adjustments ( 215 ) 244
End of year $ 54,148 $ 54,363
−Removed: The Company had $ 43,643 of cumulative impairment losses as of December 31, 2020 and 2019.
+Added: The Company had $ 43,643 of cumulative goodwill impairment losses as of December 31, 2021 and 2020.
For the year ended December 31, 2019, during the Company's annual goodwill impairment test, the Company determined it was more-likely-than-not that the fair value of the Trans Ova reporting unit was less than its carrying amount.
14 unchanged sentences
Total $ 113,677 $ ( 48,281 ) $ 65,396
−Removed: In the year ended December 31, 2018, the Company recorded a $ 16,027 loss related to the abandonment of certain developed technologies that the Company ceased using in the fourth quarter of 2018.
−Removed: The Company does not expect to use these technologies as a defensive asset or market them for sale in the future.
−Removed: Because these technologies were used in combination with other technologies, the identifiable cash flows did not result in an impairment loss;
−Removed: however, because the Company made a decision to abandon the assets, it recorded the charge to research and development expense.
Amortization expense was $ 7,559 , $ 7,593 , and $ 7,920 for the years ended December 31, 2021, 2020, and 2019, respectively.
5 unchanged sentences
Trans Ova has a $ 5,000 revolving line of credit with First National Bank of Omaha that matures on April 1, 2022.
−Removed: The line of credit bears interest at the greater of the U.S.
−Removed: Prime Rate or 3.00 %, and the actual rate was 3.25 % as of December 31, 2020.
−Removed: As of December 31, 2020, there was no outstanding balance.
+Added: The line of credit bears interest at the greater of the United States Prime Rate or 3.00 %, and the actual rate was 3.25 % as of December 31, 2021.
+Added: As of December 31, 2021 and December 31, 2020, there was no outstanding balance.
The amount available under the line of credit is based on eligible accounts receivable and inventory up to the maximum principal amount and was $ 5,000 as of December 31, 2021.
1 unchanged sentence
Exemplar has a $ 700 revolving line of credit with American State Bank that matures on October 31, 2022.
−Removed: The line of credit bears interest at 4.00 % per annum.
−Removed: As of December 31, 2020, there was no outstanding balance.
+Added: As of December 31, 2021, the line of credit bore interest at 4.00 % per annum.
+Added: As of December 31, 2021 and December 31, 2020, there was no outstanding balance.
Long-Term Debt
28 unchanged sentences
The net proceeds received from the issuance of the Convertible Notes were initially allocated between long-term debt, the liability component, in the amount of $ 143,723 , and additional paid-in capital, the equity component, in the amount of $ 50,235 .
−Removed: Additional paid-in capital was further reduced by $ 13,367 of deferred taxes resulting from the difference between the carrying amount and the tax basis of the Convertible Notes that is created by the equity component, which also resulted in deferred tax benefit recognized from the reversal of valuation allowances on the then current year domestic operating losses in the same amount (Note 13).
+Added: Additional paid-in capital was further reduced by $ 13,367 of deferred taxes resulting from the difference between the carrying amount and the tax basis of the Convertible Notes that is created by the equity component, which also resulted in deferred tax benefit recognized from the reversal of valuation allowances on the then current year domestic operating losses in the same amount.
As of December 31, 2021, the outstanding principal balance on the Convertible Notes was $ 200,000 and the carrying value of long-term debt was $ 179,882 .
8 unchanged sentences
Accrued interest of $ 3,500 is included in other accrued liabilities on the accompanying consolidated balance sheet as of December 31, 2021.
+Added: See Note 2 for additional discussion regarding the Convertible Notes.
ActoBio Convertible Notes
−Removed: In September 2018, ActoBio issued $ 30,000 of convertible promissory notes (the "ActoBio Notes") to a related party in conjunction with an asset acquisition with Harvest (Note 4).
+Added: In September 2018, ActoBio issued $ 30,000 of convertible promissory notes (the "ActoBio Notes") to a related party in conjunction with an asset acquisition with Harvest.
The ActoBio Notes, which accrued interest at 3.0 % compounded annually ("accrued PIK interest"), matured in September 2020.
2 unchanged sentences
Precigen and PGEN Therapeutics Convertible Note
−Removed: In December 2018, in conjunction with the Merck Purchase Agreement (Note 6), Precigen and PGEN Therapeutics jointly and severally issued a $ 25,000 convertible note (the "Merck Note") to Ares Trading in exchange for cash.
−Removed: The Merck Note had a maturity date of June 28, 2021 although it automatically converted to Precigen common stock on the first trading day following the second anniversary of issuance, which is December 2020, if not otherwise converted prior to that date.
+Added: In December 2018, in conjunction with the Securities Purchase, Assignment and Assumption Agreement with Ares Trading S.A.
+Added: ("Ares Trading"), Precigen and PGEN Therapeutics jointly and severally issued a $ 25,000 convertible note (the "Merck Note") to Ares Trading in exchange for cash.
In October 2020, pursuant to the terms of the Merck Note, Ares Trading voluntarily elected to convert the entire $ 25,000 outstanding into 6,758,400 shares of Precigen common stock.
−Removed: The shares are restricted from resale by Ares Trading for a period of 180 days from the date of issuance.
Notes Payable
16 unchanged sentences
United States federal income taxes:
−Removed: Current $ — $ — $ ( 31 )
Deferred $ 37 $ 37 $ ( 561 )
3 unchanged sentences
State income taxes:
−Removed: Current — — 113
Deferred 11 11 ( 173 )
9 unchanged sentences
Acquisition and internal restructuring transaction costs — — 260
−Removed: Reacquired in-process research and development — — 2,696
−Removed: Change in deferred state tax rate — — 8,666
United States-foreign rate differential ( 32 ) ( 21 ) ( 76 )
15 unchanged sentences
Research and development tax credits 11,168 10,210
−Removed: Investments in subsidiaries included in discontinued operations — 8,592
Net operating, capital loss, and interest expense carryforwards 301,791 275,519
3 unchanged sentences
Deferred tax liabilities
+Added: Property, plant and equipment 250 —
Right-of-use assets 2,735 5,011
6 unchanged sentences
Increase (decrease) in valuation allowance as a result of
−Removed: Mergers and acquisitions, net — — 418
Deconsolidation of AquaBounty — — ( 3,504 )
4 unchanged sentences
Adoption of ASC 842 — — 512
−Removed: Adoption of ASC 606 — — ( 7,477 )
−Removed: Equity component of long-term debt — — ( 13,367 )
−Removed: Change in deferred state tax rate — — ( 8,666 )
Foreign currency translation adjustment ( 698 ) 1,035 ( 75 )
10 unchanged sentences
Net operating loss carryforwards generated prior to 2018 will begin to expire in 2022, and capital loss carryforwards will expire if unutilized beginning in 2024.
−Removed: The Company's foreign subsidiaries included in continuing operations have foreign loss carryforwards of approximately $ 82,300 , most of which do not expire.
+Added: As of December 31, 2021, the Company's foreign subsidiaries have foreign loss carryforwards of approximately $ 75,700 , most of which do not expire.
As of December 31, 2021, the Company's direct foreign subsidiaries included in continuing operations had accumulated deficits of approximately $ 23,100 .
5 unchanged sentences
Issuances of Precigen Common Stock
−Removed: Concurrent with entering into the TS Biotechnology Sale on January 1, 2020, the Company also entered into a subscription agreement with TS Biotechnology pursuant to which TS Biotechnology purchased 5,972,696 shares of the Company's common stock for $ 35,000 on January 31, 2020.
−Removed: In January 2018, Precigen closed a public offering of 6,900,000 shares of its common stock, including 1,000,000 shares of common stock purchased by affiliates of Third Security.
−Removed: The net proceeds of the offering were $ 82,374 , after deducting underwriting discounts of $ 3,688 and offering expenses of $ 188 , all of which were capitalized.
+Added: In January 2021, the Company closed a public offering of 17,250,000 shares of its common stock, resulting in net proceeds of $ 121,045 , after deducting underwriting discounts and capitalizable offering expenses.
+Added: Concurrent with entering into the TS Biotechnology Sale on January 1, 2020 (Note 3), the Company also entered into a subscription agreement with TS Biotechnology pursuant to which TS Biotechnology purchased 5,972,696 shares of the Company's common stock for $ 35,000 on January 31, 2020.
See Notes 11 and 17 for discussion regarding additional issuances of Precigen common stock.
14 unchanged sentences
See Note 1 for additional discussion of issuances of AquaBounty common stock in April 2019, which resulted in the deconsolidation of AquaBounty.
−Removed: In January 2018, AquaBounty completed an underwritten public offering that resulted in net proceeds of $ 10,616 after deducting discounts, fees and expenses.
−Removed: As part of this offering, Precigen purchased $ 5,000 of additional AquaBounty common stock.
−Removed: In October 2018, certain investors exercised warrants acquired from the January 2018 offering, resulting in additional net proceeds of $ 4,316 , including $ 3,077 from Precigen.
−Removed: Components of Accumulated Other Comprehensive Income (Loss)
−Removed: The components of accumulated other comprehensive income (loss) are as follows:
−Removed: Unrealized gain on investments $ 13 $ 7
−Removed: Income (loss) on foreign currency translation adjustments 3,984 ( 27,475 )
−Removed: Total accumulated other comprehensive income (loss) $ 3,997 $ ( 27,468 )
+Added: Components of Accumulated Other Comprehensive Income
+Added: The components of accumulated other comprehensive income are as follows:
+Added: Unrealized gain (loss) on investments $ ( 331 ) $ 13
+Added: Income on foreign currency translation adjustments 534 3,984
+Added: Total accumulated other comprehensive income $ 203 $ 3,997
See Note 3 for further discussion of the release of cumulative losses on foreign currency translation adjustments upon the closing of the TS Biotechnology Sale.
46 unchanged sentences
The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of Precigen's common stock for those shares where the exercise price was lower than the fair value of Precigen's common stock on the date of exercise.
+Added: In February 2022, the Company granted a total of 3,103,500 options to employees with a total grant date fair value of approximately $ 5,300 .
+Added: These options were issued from the 2013 Plan.
The following table summarizes additional information about stock options outstanding as of December 31, 2021:
33 unchanged sentences
Precigen currently uses authorized and unissued shares to satisfy share award exercises.
−Removed: The Company's Executive Chairman ("Executive Chairman"), who previously served as the Company's Chief Executive Officer ("CEO") until January 1, 2020, and as an employee and executive officer until September 24, 2020, received a base salary of $ 200 per month through March 31, 2020, payable in fully-vested shares of Precigen common stock with such shares subject to a three-year lock-up on resale.
−Removed: The monthly number of shares of common stock was calculated based on the closing price on the last trading day of each month through March 2019 and based on the volume weighted average of the price of Precigen common stock over the 30 day period ending on the last calendar day of each month thereafter, and the shares were issued pursuant to the terms of a Restricted Stock Unit Agreement ("RSU Agreement") between Precigen and the Executive Chairman pursuant to the terms of the 2013 Plan.
−Removed: The RSU Agreement expired March 31, 2020.
−Removed: The fair value of the shares issued as compensation for services is included in selling, general, and administrative expenses in the Company's consolidated statements of operations and totaled $ 454 , $ 1,868 , and $ 1,956 for the years ended December 31, 2020, 2019 and 2018, respectively.
−Removed: In September 2020, the Company's board of directors, upon the recommendation of the compensation committee of the board, approved a new compensation arrangement for the Executive Chairman.
−Removed: The new arrangement consists of (i) an annual retainer of $ 100 payable in cash or, at the Executive Chairman's election, shares of Precigen common stock;
−Removed: (ii) an annual grant of fully
−Removed: vested stock options having a grant date fair value of $ 250 ;
−Removed: and (iii) an annual grant of RSUs having a grant date fair value of $ 250 .
−Removed: The compensation arrangement begins in calendar year 2021, and the foregoing elements were prorated for the nine months of 2020 not covered by the Executive Chairman's previous compensation arrangement discussed above.
−Removed: The terms of the equity awards granted to the Executive Chairman are pursuant to the 2019 Plan.
+Added: The Company's Executive Chairman ("Executive Chairman"), who previously served as an employee and executive officer until September 24, 2020, received a base salary of $ 200 per month through March 31, 2020, payable in fully-vested shares of Precigen common stock with such shares subject to a three-year lock-up on resale.
+Added: In September 2020, the Company's board of directors, upon the recommendation of the compensation committee of the board, approved a new compensation arrangement for the Executive Chairman consisting of (i) an annual retainer of $ 100 payable in cash or, at the Executive Chairman's election, shares of Precigen common stock;
+Added: (ii) an annual grant of fully vested stock options having a grant date fair value of $ 250 ;
+Added: and (iii) an annual grant of RSUs having a grant date fair value of $ 250 vesting over one year.
+Added: The new compensation arrangement began in calendar year 2021 and was prorated for the nine months of 2020 not covered by the Executive Chairman's previous compensation arrangement discussed above.
+Added: Expense associated with the arrangements above is included in selling, general, and administrative expenses in the Company's consolidated statements of operations and totaled $ 680 , $ 767 , and $ 1,868 for the years ended December 31, 2021, 2020, and 2019, respectively.
Operating Leases
1 unchanged sentence
Leases with a lease term of twelve months or less are considered short-term leases and are not recorded on the balance sheet, and expense for these leases is recognized over the term of the lease.
−Removed: All other leases have remaining terms of one to nine years , some of which may include options to extend the lease and some of which may include options to terminate the lease within one year .
+Added: All other leases have remaining terms of less than one year to nine years , some of which may include options to extend the lease and some of which may include options to terminate the lease within one year .
The Company uses judgment to determine whether it is reasonably possible to extend the lease beyond the initial term or terminate before the initial term ends and the length of the possible extension or early termination .
2 unchanged sentences
Year Ended December 31,
+Added: 2021 2020 2019
Operating lease costs $ 3,264 $ 3,578 $ 3,821
13 unchanged sentences
Year Ended December 31,
+Added: 2021 2020 2019
Supplemental disclosure of cash flow information
Cash paid for operating lease liabilities $ 3,598 $ 4,012 $ 3,877
−Removed: Operating lease right-of-use assets added in exchange for new lease liabilities 417 1,137
+Added: Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 4,868 417 1,137
Commitments and Contingencies
5 unchanged sentences
In exchange, XY released and forever discharged Trans Ova from all obligations arising out of the judgment.
−Removed: In addition, XY dismissed with prejudice its pending appeal.
−Removed: On January 8, 2021, the parties filed a stipulation of case termination with the district court.
−Removed: The second patent infringement lawsuit brought on by XY was filed in December 2016.
−Removed: On March 20, 2019, the United States District Court for the District of Colorado entered judgment under Rule 54(b) as to ten of the twelve counts of the operative complaint, dismissed those patent counts from the case, and stayed the remaining two counts of patent infringement pending XY's appeal of the Rule 54(b) judgment.
−Removed: While XY's appeal was pending, one of the two patents remaining in the case was separately invalidated in a different district court proceeding, which XY did not appeal.
−Removed: As to the ten dismissed counts in the suit XY brought against Trans Ova, XY appealed dismissal of only four of them, each alleging patent infringement.
−Removed: On July 31, 2020, the United States Court of Appeals for the Federal Circuit reversed the district court's dismissal of those four patent counts and remanded the case for further proceedings.
−Removed: The Court is assessing next steps of the case, including an amended scheduling order.
+Added: A second patent infringement lawsuit brought on by XY was filed in December 2016.
+Added: There are currently five patents remaining at issue in the case.
+Added: The Company expects the trial to occur sometime in early 2023.
While this patent infringement lawsuit is pending, Trans Ova shall continue to utilize the technology consistent with the determinations of the court proceedings.
1 unchanged sentence
Trans Ova and the Company could elect to enter into a settlement agreement in order to avoid the further costs and uncertainties of litigation.
−Removed: In October 2018, the Company received a subpoena from the Division of Enforcement of the SEC informing the Company of a non-public, fact-finding investigation concerning the Company's disclosures regarding its methane bioconversion platform.
−Removed: The Company produced documents to, and met with, the staff of the SEC and voluntarily cooperated with the SEC investigation.
−Removed: In September 2020, the Company reached a final settlement with the SEC regarding the matter.
+Added: In September 2020, the Company reached a final settlement with the SEC with respect to an investigation concerning the Company's disclosures regarding its MBP program in the first three quarters of 2017.
Under the terms of the settlement, the Company, without admitting or denying the allegations of the SEC, consented to the entry of an administrative order requiring that the Company:
1 unchanged sentence
and (ii) pay a $ 2,500 civil money penalty to the SEC.
−Removed: In October 2020, three purported shareholder class action lawsuits, captioned Abadilla v.
−Removed: Precigen, Inc., F/K/A Intrexon Corp., et al , Chen v.
−Removed: Precigen, Inc.
−Removed: F/K/A Intrexon Corp., et al , and Seppen v.
−Removed: Precigen, Inc.
−Removed: F/K/A Intrexon Corp., et al , were filed in the U.S.
−Removed: District Court for the Northern District of California on behalf of certain purchasers of the Company's common stock.
+Added: In October 2020, several purported shareholder class action lawsuits were filed in the United States District Court for the Northern District of California on behalf of certain purchasers of the Company's common stock.
The complaints name as defendants the Company and certain of its current and former officers.
−Removed: The plaintiffs' claims track the allegations in the SEC's administrative order described above.
−Removed: The plaintiffs seek compensatory damages, interest, and an award of reasonable attorneys' fees and costs and have filed motions to consolidate these claims.
+Added: The plaintiffs' claims track the allegations in the SEC's administrative order described above but challenge disclosures about the MBP program through September 2020, i.e., the date of the SEC administrative order.
+Added: The plaintiffs seek compensatory damages, interest, and an award of reasonable attorneys' fees and costs.
+Added: In April 2021, the court granted an order consolidating the claims and appointed a lead plaintiff and lead counsel in the case, captioned Abailla v.
+Added: Precigen, Inc., F/K/A Intrexon Corp., et al .
+Added: In May 2021, the lead plaintiff filed an amended complaint.
+Added: The defendants moved to dismiss that complaint.
+Added: In September 2021, the court issued an order mooting the defendants' motion to dismiss in light of the lead plaintiff's stated intent to file a second amended complaint in response to the motion to dismiss.
+Added: On September 27, 2021, the lead plaintiff filed a second amended complaint.
+Added: The defendants intend to move to dismiss that complaint.
In December 2020, a derivative shareholder action, captioned Edward D.
2 unchanged sentences
Alvarez et al , was filed in the Circuit Court for Fairfax County in Virginia on behalf of Precigen, Inc.
−Removed: The complaint names as defendants current directors and certain officers.
−Removed: The plaintiff's claims track the allegations in the SEC's administrative order described above.
+Added: asserting similar claims under state law against Precigen's current directors and certain officers.
The plaintiff seeks damages, forfeiture of benefits received by defendants, and an award of reasonable attorneys' fees and costs.
−Removed: The Company intends to defend the lawsuits vigorously;
+Added: The case was stayed by an order entered on June 14, 2021.
+Added: On September 24, 2021, an individual shareholder filed a lawsuit in the Circuit Court for Henrico County styled Kent v.
+Added: Precigen, Inc.
+Added: , Case CL21-6349.
+Added: The Kent action demands inspection of certain books and records of the Company pursuant to Virginia statutory and common law.
+Added: On December 9, 2021, the Company filed a demurrer to the plaintiff's amended petition in that action.
+Added: The parties have completed briefing on the demurrer and argument is scheduled for April 1, 2022.
+Added: The Company intends to defend the class action lawsuit and derivative actions vigorously;
however, there can be no assurances regarding the ultimate outcome of these lawsuits.
−Removed: On July 10, 2020, the Company received a notice of arbitration from Harvest pursuant to the Collaboration Investment Opportunity Agreement dated March 13, 2015.
−Removed: In December 2020, the Company entered into an agreement with Harvest to resolve matters related to the parties' contractual and equity relationships and to settle all claims made in connection with the notice of arbitration noted above.
−Removed: Pursuant to the settlement agreement, the Company issued 2,117,264 shares of its common stock to Harvest valued at $ 18,103 in consideration of (i) the termination of the ECC agreements with Thrive Agrobiotics, Exotech Bio, and AD Skincare, which the Company had $ 6,993 of deferred revenue remaining related to these ECCs prior to the settlement agreement;
−Removed: (ii) the return of the Company's ownership interest in these Harvest start-up entities that had a total value of $ 326 prior to the settlement agreement;
−Removed: (iii) the commitment of Harvest to take reasonable commercial efforts to transfer its membership interests in Intrexon Energy Partners II;
−Removed: and (iv) mutual irrevocable and unconditional releases of
−Removed: The Company wrote off the investment balances and netted the deferred revenue balances associated with the eliminated service obligation against the consideration paid, resulting in a loss on the settlement agreement of $ 11,436 which is included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2020.
−Removed: Outstanding receivables from these Harvest start-up entities related to research and development services performed by the Company under the ECC agreements, which had been fully reserved in 2019, were also forgiven as part of the settlement agreement and written off by the Company.
−Removed: Following the settlement agreement, these Harvest start-up entities are no longer related parties.
The Company has previously entered into strategic collaborations, including ECCs and JVs, to fund and develop products enabled by its technologies.
These relationships involve complex interests, and the Company's interests may diverge with those of its collaborators, which can occur as a result of operations under those collaborations, business or technological developments, or as the Company transitions away from, or terminates, certain strategic collaborations.
−Removed: The Company has had, and has, disagreements and disputes with certain collaborators and JV partners, including the IEP Investors and the IEPII Investors.
−Removed: While the Company believes it is entitled to payment for work performed per its collaborations and JVs, consistent with its policy for accounting for accounts receivable, the Company has fully reserved the amount of any disputed accounts receivable that remained outstanding as of December 31, 2020 and 2019.
−Removed: These disagreements and disputes result in management distraction and may result in litigation, unfavorable settlements, or concessions by the Company, or adverse regulatory action, any of which could harm the Company's business or operations.
+Added: The Company has had, and has, disagreements and disputes with certain collaborators and JV partners, including certain IEP Investors and IEPII Investors.
+Added: While the Company believes it is entitled to payment for work performed per its collaborations and JVs, consistent with its policy for accounting for accounts receivable, in 2019, the Company fully reserved the amount of any disputed accounts receivable that remained outstanding.
+Added: On December 29, 2021, the Company received a letter from a group of investors in each of Intrexon Energy Partners and Intrexon Energy Partners II, purporting to refer certain issues to arbitration pursuant to the arbitration provisions of the Amended and Restated Limited Liability Company Agreements of Intrexon Energy Partners and Intrexon Energy Partners II.
+Added: No specific damages amount is alleged or demanded.
+Added: On January 25, 2022, the Company filed a petition in the Court of Chancery for the State of Delaware seeking to join the arbitration proceeding.
+Added: A hearing on the petition is scheduled for March 3, 2022, and the Company expects a decision from the Court of Chancery thereafter.
+Added: Such disagreements and disputes result in management distraction and may result in further litigation, arbitration, unfavorable settlements, or concessions by the Company, or adverse regulatory action, any of which could harm the Company's business or operations.
+Added: The Company does not believe that any potential losses related to disputes with collaborators and JV partners are probable, nor estimable, at this time and has not accrued for any potential future losses, although such potential future losses could be material.
In the course of its business, the Company is involved in litigation or legal matters, including governmental investigations.
7 unchanged sentences
Under the Services Agreement, as consideration for providing these services, Third Security was entitled to a fee paid in the form of fully-vested shares of Precigen common stock that approximated $ 800 per month.
−Removed: In 2018, the number of shares of common stock was calculated based on the closing price of the Company's common stock on the 15th day of each month and issued to Third Security at the end of the month.
In 2019, the number of shares of common stock was calculated based on the volume weighted average of the closing price of the Company's common stock over the 30-day period ending on the 15th day of the calendar month when the applicable services were provided.
−Removed: For the years ended December 31, 2019 and 2018, the Company issued 1,606,062 shares and 696,033 shares, respectively, with values of $ 8,233 and $ 8,324 , respectively, to Third Security as payment for services rendered pursuant to the Services Agreement.
−Removed: Following the expiration of the Services Agreement, the Company entered into a new agreement with Third Security under which the Company reimburses Third Security for certain tax-related services performed by Third Security as requested by the Company.
+Added: During the year ended December 31, 2019, the Company issued 1,606,062 shares, with a value of $ 8,233 , to Third Security as payment for services rendered pursuant to the Services Agreement.
+Added: Following the expiration of the Services Agreement, the Company entered into a new agreement with Third Security under which the Company reimburses Third Security for certain tax-related services performed by Third Security as requested by the Company which expired on December 31, 2021.
+Added: As the Company evaluates its alternatives, it continues to utilize these services on a limited basis under the terms of the original agreement.
The Company also reimburses Third Security for certain out-of-pocket expenses incurred on the Company's behalf prior to and after the expiration of the Services Agreement under a separate agreement.
The total expenses incurred by the Company under these arrangements were $ 100 , $ 159 , and $ 26 for the years ended December 31, 2021, 2020, and 2019, respectively.
−Removed: The Company also subleases certain administrative offices to Third Security.
−Removed: The significant terms of the lease mirror the terms of the Company's lease with the landlord, and the Company recorded sublease income of $ 83 , $ 89 , and $ 89 for the years ended December 31, 2020, 2019 and 2018, respectively.
See also Note 14 regarding compensation arrangements between the Company and its Executive Chairman.
−Removed: In October 2017, the Company entered into a Preferred Stock Equity Facility ("Preferred Stock Equity Facility") with an affiliate of Third Security ("Third Security Affiliate").
−Removed: Under the Preferred Stock Equity Facility, the Company could, from time to time at its sole and exclusive option, issue and sell to the Third Security Affiliate, up to $ 100,000 of newly issued Series A Redeemable Preferred Stock ("Series A Preferred Stock").
−Removed: In conjunction with the Company's July 2018 registered underwritten public offering of Convertible Notes (Note 12), the Preferred Stock Equity Facility was terminated.
−Removed: No shares of Series A Preferred Stock had been issued under the Preferred Stock Equity Facility.
+Added: Through November 2021, the Company also subleased certain administrative offices to Third Security.
+Added: The significant terms of the lease mirrored the terms of the Company's lease with the landlord, and the Company recorded sublease income of $ 75 , $ 83 , and $ 89 for the years ended December 31, 2021, 2020, and 2019, respectively.
+Added: During November 2021, in conjunction with the early termination of the sublease, Third Security paid the Company $ 143 which represented a pro rata portion of the early termination fee the Company paid the landlord.
See Notes 1, 3, and 13 regarding additional transactions with affiliates of Third Security.
1 unchanged sentence
Collaborators in which the Company holds more than a de minimis equity interest, including interests received as upfront or milestone payments through collaborations, are considered related parties.
−Removed: The Company held Series 1 Preferred Stock (the "Preferred Shares") of ZIOPHARM previously acquired through collaborations.
−Removed: In conjunction with the ZIOPHARM License Agreement in October 2018 (Note 6), the Company returned to ZIOPHARM all of the Preferred Shares owned or accrued by the Company as of the effective date of the agreement.
−Removed: During the year ended December 31, 2018, the Company recognized $ 14,793 of dividend income in the accompanying consolidated statement of operations.
−Removed: Following the transaction in October 2018, ZIOPHARM is no longer a related party.
−Removed: The Company held Series A Convertible Preferred Stock (the "Convertible Preferred Shares"), a convertible note, common shares of Castle Creek, and warrants to purchase shares of Castle Creek common stock previously acquired through collaborations and other transactions.
+Added: The Company held Series A Convertible Preferred Stock (the "Convertible Preferred Shares"), a convertible note, common shares of Castle Creek, and warrants to purchase shares of Castle Creek common stock previously acquired through
+Added: collaborations and other transactions.
As a result of the acquisition of Castle Creek by Castle Creek Pharmaceutical in December 2019, the Company received $ 1,280 in December 2019 for its shares of Castle Creek common stock and received a total of $ 3,311 in January 2020 for the Convertible Preferred Shares and the convertible note, including accrued interest thereon.
−Removed: The $ 3,311 is included in receivables on the accompanying consolidated balance sheet as of December 31, 2019.
The Company recognized a total gain of $ 3,222 on the change in fair value of these instruments, which is included in total other expense, net, in the accompanying consolidated statement of operations for the year ended December 31, 2019.
Subsequent to the acquisition by Castle Creek Pharmaceutical, Castle Creek is no longer a related party.
−Removed: During 2018, the Company mutually terminated ECC agreements with three separate related parties which resulted in the recognition of the remaining deferred revenue associated with these ECCs totaling $ 11,877 .
−Removed: Net Loss per Share
−Removed: The following table presents the computation of basic and diluted net loss per share:
−Removed: 2020 2019 2018
−Removed: Historical net loss per share:
−Removed: Net loss from continuing operations attributable to Precigen $ ( 103,773 ) $ ( 168,742 ) $ ( 375,117 )
−Removed: Net loss from discontinued operations attributable to Precigen ( 66,748 ) ( 153,582 ) ( 134,219 )
−Removed: Net loss attributable to Precigen $ ( 170,521 ) $ ( 322,324 ) $ ( 509,336 )
−Removed: Weighted average shares outstanding, basic and diluted 167,065,539 154,138,774 129,521,731
−Removed: Net loss per share:
−Removed: Net loss from continuing operations attributable to Precigen per share, basic and diluted
−Removed: $ ( 0.62 ) $ ( 1.09 ) $ ( 2.90 )
−Removed: Net loss from discontinued operations attributable to Precigen per share, basic and diluted
−Removed: ( 0.40 ) ( 1.00 ) ( 1.03 )
−Removed: Net loss attributable to Precigen per share, basic and diluted
−Removed: $ ( 1.02 ) $ ( 2.09 ) $ ( 3.93 )
−Removed: The following potentially dilutive securities as of December 31, 2020, 2019, and 2018, have been excluded from the above computations of diluted weighted average shares outstanding for the years then ended as they would have been anti-dilutive:
−Removed: 2020 2019 2018
−Removed: Convertible debt 11,732,440 21,323,068 18,955,668
−Removed: Options 11,255,896 9,022,282 11,093,063
−Removed: Restricted stock units 1,727,712 1,781,982 970,341
−Removed: Warrants 133,264 133,264 133,264
−Removed: Total 24,849,312 32,260,596 31,152,336
−Removed: The Company realigned its business in April 2019, and as a result, its CODM began regularly reviewing disaggregated financial information for various operating segments.
+Added: Other Related Parties
+Added: In December 2020, the Company entered into an agreement with Harvest to resolve matters related to the parties' contractual and equity relationships and to settle all claims made in connection with the notice of arbitration noted above.
+Added: Pursuant to the settlement agreement, the Company issued 2,117,264 shares of its common stock to Harvest valued at $ 18,103 in consideration of (i) the termination of the ECC agreements with Thrive Agrobiotics, Exotech Bio, and AD Skincare, which the Company had $ 6,993 of deferred revenue remaining related to these ECCs prior to the settlement agreement;
+Added: (ii) the return of the Company's ownership interest in these Harvest start-up entities that had a total value of $ 326 prior to the settlement agreement;
+Added: (iii) the commitment of Harvest (which is still ongoing) to take reasonable commercial efforts to transfer to the Company its membership interests in Intrexon Energy Partners II;
+Added: and (iv) mutual irrevocable and unconditional releases of claims.
+Added: The Company wrote off the investment balances and netted the deferred revenue balances associated with the eliminated service obligation against the consideration paid, resulting in a loss on the settlement agreement of $ 11,436 which is included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2020.
+Added: Outstanding receivables from these Harvest start-up entities related to research and development services performed by the Company under the ECC agreements, which had been fully reserved in 2019, were also forgiven as part of the settlement agreement and written off by the Company.
+Added: Following the settlement agreement, these Harvest start-up entities are no longer related parties.
The Company's CODM assesses the operating performance of and allocates resources for several operating segments using Segment Adjusted EBITDA.
Management believes this financial metric is a key indicator of operating results since it excludes noncash revenues and expenses that are not reflective of the underlying business performance of an individual enterprise.
−Removed: The Company defines Segment Adjusted EBITDA as net loss before (i) interest expense, (ii) income tax expense or benefit, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) loss on settlement agreements where noncash consideration is paid, (vi) adjustments for accrued bonuses paid in equity awards, (vii) loss on impairment of goodwill and other noncurrent assets, (viii) equity in net loss of affiliates, and (ix) recognition of previously deferred revenue associated with upfront and milestone payments as well as cash outflows from capital expenditures and investments in affiliates.
−Removed: For the year ended December 31, 2020, the Company modified the current period definition of Segment Adjusted EBITDA to exclude adjustments recorded to reverse the difference of bonuses accrued as of December 31, 2019 compared to the value of equity awards granted, as the Company determined in March 2020 that those accrued bonuses would be paid through the grant of equity awards instead of cash.
−Removed: The Company also excluded noncash losses associated with settlement agreements.
−Removed: Segment Adjusted EBITDA for the years ended December 31, 2019 and 2018, were not impacted by these changes.
+Added: The Company defines Segment Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) income tax expense or benefit, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) loss on settlement agreements where noncash consideration is paid, (vi) adjustments for accrued bonuses paid in equity awards, (vii) gain or loss on disposals of assets, (viii) loss on impairment of goodwill and other noncurrent assets, (ix) equity in net loss of affiliates, and (x) recognition of previously deferred revenue associated with upfront and milestone payments as well as cash outflows from capital expenditures and investments in affiliates but includes proceeds from the sale of assets in the period sold.
+Added: During the year ended December 31, 2021, the Company modified the current period definition of Segment Adjusted EBITDA to exclude the gain or loss on disposals of assets and include proceeds from the sale of assets in the period sold.
+Added: Segment Adjusted EBITDA for the years ended December 31, 2020 and 2019, were restated to reflect this change.
Because the Company uses Segment Adjusted EBITDA as its primary measure of segment performance, it has included this measure in its discussion of segment operating results.
3 unchanged sentences
The Company's segment presentation excludes amounts related to the businesses included in the Transactions and the operations of MBP Titan which are reported as discontinued operations (Note 3).
−Removed: For the year ended December 31, 2020, the Company's reportable segments were (i) PGEN Therapeutics, (ii) ActoBio, (iii) Trans Ova, and (iv) the Human Biotherapeutics division.
+Added: For the year ended December 31, 2021, the Company's reportable segments were (i) Biopharmaceuticals, (ii) Exemplar, and (iii) Trans Ova.
These identified reportable segments met the quantitative thresholds to be reported separately for the year ended December 31, 2021.
−Removed: See Note 1 for a description of PGEN Therapeutics, ActoBio, and Trans Ova.
−Removed: The Company's Human Biotherapeutics division is an operating division within Precigen which in 2020 and 2019 included the Company's majority-owned subsidiary, Triple-Gene LLC, and its collaborations with Castle Creek (Note 6).
+Added: See Note 2 for a description of Biopharmaceuticals.
+Added: See Note 1 for a description of Exemplar and Trans Ova.
The All Other category as reported below reflects Precigen's other operating segments that do not meet the quantitative thresholds to be reported separately.
−Removed: Information by reportable segment was as follows:
−Removed: PGEN Therapeutics ActoBio Trans Ova Human Biotherapeutics All Other Total
−Removed: Balances at December 31, 2018 $ 15,232 $ 1,788 $ 46,236 $ — $ 20,736 $ 83,992
−Removed: Reallocations from changes to reporting units — — — 482 ( 482 ) —
−Removed: Impairments — — ( 29,642 ) — ( 178 ) ( 29,820 )
−Removed: Foreign currency translation adjustments — ( 53 ) — — — ( 53 )
−Removed: Balances at December 31, 2019 15,232 1,735 16,594 482 20,076 54,119
−Removed: Foreign currency translation adjustments — 244 — — — 244
−Removed: Balances at December 31, 2020 $ 15,232 $ 1,979 $ 16,594 $ 482 $ 20,076 $ 54,363
−Removed: Year Ended December 31, 2020
−Removed: PGEN Therapeutics ActoBio Trans Ova Human Biotherapeutics All Other Total
−Removed: Revenues from external customers $ 776 $ 3,053 $ 71,186 $ 17,810 $ 10,299 $ 103,124
−Removed: Intersegment revenues 5,006 ( 3 ) 340 — 281 5,624
−Removed: Total segment revenues $ 5,782 $ 3,050 $ 71,526 $ 17,810 $ 10,580 $ 108,748
−Removed: Segment Adjusted EBITDA $ ( 25,611 ) $ ( 7,861 ) $ 2,624 $ ( 2,139 ) $ 4,274 $ ( 28,713 )
−Removed: Year Ended December 31, 2019
−Removed: PGEN Therapeutics ActoBio Trans Ova Human Biotherapeutics All Other Total
−Removed: Revenues from external customers $ 2,227 $ ( 364 ) $ 68,672 $ 3,713 $ 12,514 $ 86,762
−Removed: Intersegment revenues 11,341 498 1,361 — 1,270 14,470
−Removed: Total segment revenues $ 13,568 $ 134 $ 70,033 $ 3,713 $ 13,784 $ 101,232
−Removed: Segment Adjusted EBITDA $ ( 30,164 ) $ ( 13,662 ) $ ( 6,337 ) $ ( 1,051 ) $ ( 4,901 ) $ ( 56,115 )
−Removed: Year Ended December 31, 2018
−Removed: PGEN Therapeutics ActoBio Trans Ova Human Biotherapeutics All Other Total
−Removed: Revenues from external customers $ 29,021 $ 6,684 $ 75,178 $ — $ 30,213 $ 141,096
−Removed: Intersegment revenues 617 840 558 — 255 2,270
−Removed: Total segment revenues $ 29,638 $ 7,524 $ 75,736 $ — $ 30,468 $ 143,366
−Removed: Segment Adjusted EBITDA $ ( 32,832 ) $ ( 12,797 ) $ ( 5,730 ) $ — $ ( 10,708 ) $ ( 62,067 )
−Removed: The table below reconciles total segment revenues from reportable segments to total consolidated revenues:
+Added: Segment Adjusted EBITDA by reportable segment was as follows:
Year Ended December 31,
2021 2020 2019
−Removed: Total segment revenues from reportable segments $ 98,168 $ 87,448 $ 112,898
−Removed: Other revenues, including from other operating segments 10,634 17,964 40,841
−Removed: Elimination of intersegment revenues ( 5,624 ) ( 14,690 ) ( 2,561 )
−Removed: Total consolidated revenues $ 103,178 $ 90,722 $ 151,178
+Added: Biopharmaceuticals
+Added: $ ( 45,754 ) $ ( 35,378 ) $ ( 44,552 )
+Added: Exemplar 6,898 4,004 ( 1,586 )
+Added: Trans Ova 17,420 13,530 ( 2,836 )
+Added: All Other — — ( 3,501 )
+Added: Segment Adjusted EBITDA for operating segments $ ( 21,436 ) $ ( 17,844 ) $ ( 52,475 )
The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes:
3 unchanged sentences
All Other Segment Adjusted EBITDA — — ( 3,501 )
−Removed: Remove cash paid for capital expenditures and investments in affiliates 6,970 12,512 15,276
+Added: Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates 5,774 389 11,886
Add recognition of previously deferred revenue associated with upfront and milestone payments 2,034 25,005 14,721
2 unchanged sentences
Depreciation and amortization ( 13,761 ) ( 15,042 ) ( 16,142 )
+Added: Loss from disposals of assets ( 614 ) ( 4,375 ) ( 3,018 )
Impairment losses ( 543 ) ( 920 ) ( 30,810 )
−Removed: Reacquisition of in-process research and development — — ( 236,748 )
Loss on settlement agreement — ( 11,436 ) —
6 unchanged sentences
Consolidated net loss from continuing operations before income taxes $ ( 96,925 ) $ ( 103,855 ) $ ( 171,264 )
+Added: Revenues by reportable segment were as follows:
+Added: Year Ended December 31, 2021
+Added: Biopharmaceuticals Exemplar Trans Ova Total
+Added: Revenues from external customers $ 922 $ 13,345 $ 89,606 $ 103,873
+Added: Intersegment revenues 1,637 — 429 2,066
+Added: Total segment revenues $ 2,559 $ 13,345 $ 90,035 $ 105,939
+Added: Year Ended December 31, 2020
+Added: Biopharmaceuticals Exemplar Trans Ova Total
+Added: Revenues from external customers $ 21,780 $ 10,158 $ 71,186 $ 103,124
+Added: Intersegment revenues 4,797 — 340 5,137
+Added: Total segment revenues $ 26,577 $ 10,158 $ 71,526 $ 108,261
+Added: Year Ended December 31, 2019
+Added: Biopharmaceuticals Exemplar Trans Ova All Other Total
+Added: Revenues from external customers $ 6,259 $ 6,958 $ 68,672 $ 4,873 $ 86,762
+Added: Intersegment revenues 12,908 7 1,361 11 14,287
+Added: Total segment revenues $ 19,167 $ 6,965 $ 70,033 $ 4,884 $ 101,049
+Added: The table below reconciles total segment revenues from reportable segments to total consolidated revenues:
+Added: Year Ended December 31,
+Added: 2021 2020 2019
+Added: Total segment revenues from reportable segments $ 105,939 $ 108,261 $ 96,165
+Added: Other revenues, including from other operating segments — 54 9,064
+Added: Elimination of intersegment revenues ( 2,066 ) ( 5,137 ) ( 14,507 )
+Added: Total consolidated revenues $ 103,873 $ 103,178 $ 90,722
+Added: Goodwill by reportable segment was as follows:
+Added: Biopharmaceuticals Exemplar Trans Ova Total
+Added: Balances at December 31, 2019 $ 17,449 $ 20,076 $ 16,594 $ 54,119
+Added: Foreign currency translation adjustments 244 — — 244
+Added: Balances at December 31, 2020 17,693 20,076 16,594 54,363
+Added: Foreign currency translation adjustments ( 215 ) — — ( 215 )
+Added: Balances at December 31, 2021 $ 17,478 $ 20,076 $ 16,594 $ 54,148
As of December 31, 2021 and 2020, the Company had $ 4,463 and $ 5,908 , respectively, of long-lived assets in foreign countries.
The Company recognized revenues derived in foreign countries totaling $ 530 , $ 595 , and $ 1,401 for the years ended December 31, 2021, 2020, and 2019, respectively.
−Removed: Quarterly Financial Information (Unaudited)
−Removed: The following information has been derived from unaudited consolidated statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information.
−Removed: The information in the tables below reflect the impact of discontinued operations further discussed in Note 3.
−Removed: Three Months Ended
−Removed: 2020 June 30,
−Removed: 2020 September 30,
−Removed: 2020 December 31, 2020 (1)
−Removed: Total revenues $ 29,838 $ 30,424 $ 23,583 $ 19,333
−Removed: Operating loss ( 16,600 ) ( 11,830 ) ( 23,006 ) ( 35,167 )
−Removed: Loss from continuing operations ( 20,846 ) ( 15,709 ) ( 27,536 ) ( 39,682 )
−Removed: Net loss attributable to Precigen ( 55,998 ) ( 43,354 ) ( 29,508 ) ( 41,661 )
−Removed: Net loss from continuing operations attributable to Precigen per share, basic and diluted $ ( 0.13 ) $ ( 0.10 ) $ ( 0.17 ) $ ( 0.22 )
−Removed: Net loss attributable to Precigen per share, basic and diluted $ ( 0.35 ) $ ( 0.26 ) $ ( 0.18 ) $ ( 0.23 )
−Removed: (1) During the fourth quarter of 2020, the Company recorded a loss on settlement agreement related to Harvest (Note 17).
−Removed: Three Months Ended
−Removed: 2019 June 30,
−Removed: 2019 September 30,
−Removed: 2019 December 31, 2019 (1)
−Removed: Total revenues $ 22,585 $ 32,836 $ 18,299 $ 17,002
−Removed: Operating loss ( 41,855 ) ( 21,508 ) ( 34,702 ) ( 68,724 )
−Removed: Loss from continuing operations ( 44,539 ) ( 22,440 ) ( 39,119 ) ( 64,236 )
−Removed: Net loss attributable to Precigen ( 60,709 ) ( 38,766 ) ( 53,634 ) ( 169,215 )
−Removed: Net loss from continuing operations attributable to Precigen per share, basic and diluted $ ( 0.28 ) $ ( 0.14 ) $ ( 0.25 ) $ ( 0.41 )
−Removed: Net loss attributable to Precigen per share, basic and diluted $ ( 0.40 ) $ ( 0.25 ) $ ( 0.35 ) $ ( 1.09 )
−Removed: (1) During the fourth quarter of 2019, the Company recorded a goodwill impairment charge related to the Trans Ova reporting unit (Note 11) as well as impairment charges on certain assets held for sale (Note 3).
Defined Contribution Plans
2 unchanged sentences
The Company's contributions to the plans were $ 887 , $ 873 , and $ 1,186 for the years ended December 31, 2021, 2020, and 2019, respectively.
−Removed: Subsequent Events
−Removed: In January 2021, the Company closed a public offering of 17,250,000 shares of its common stock, resulting in net proceeds of approximately $ 121,200 , after deducting underwriting discounts and estimated capitalizable offering expenses.
−Removed: 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 which were originally due to expire in July 2025.
−Removed: The Company will record the impact of this termination as discontinued operations in the Company's consolidated financial statements during the first quarter of 2021.
−Removed: As of December 31, 2020, the right-of-use asset related to the lease was $ 9,131 and the lease liability was $ 13,428 , which are included in current assets held for sale or abandonment and current liabilities held for sale or abandonment, respectively, in the consolidated balance sheet.
−Removed: Following January 2021, the Company has no further payment obligations under the lease.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.