As a result of market uncertainty driven by the COVID-19 pandemic and the state of the energy sector raising significant challenges for the strategic alternatives pursued by MBP Titan, beginning in the second quarter of 2020 and throughout the remainder of 2020, the Company suspended MBP Titan's operations, preserved certain of MBP Titan's intellectual property, terminated all of its personnel, and undertook steps to dispose of its other assets and obligations. The wind down of MBP Titan's activities was substantially completed by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021. This discontinuation of operations represented the continuation of a strategic shift to becoming 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. 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.

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. In January 2021, the Company executed termination and recapture agreements with the landlord of the leased facility used in MBP Titan's operations, thereby relieving the Company of all of its obligations related to the facility that were originally due to expire in July 2025. This lease termination resulted in a gain of $4,602, which is 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. 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.


	December 31,
	2021		2020
Assets

Property, plant and equipment, net	$	—	$	586



Right-of-use assets	—		9,131
Other assets	—		136
Total assets held for sale or abandonment	$	—	$	9,853
Liabilities

Lease liabilities, current	$	—	$	1,890
Other current liabilities	—		619

Lease liabilities, net of current portion	—		11,538

Total liabilities held for sale or abandonment	$	—	$	14,047


	Year Ended December 31,
	2021		2020		2019

Operating (gains) expenses (1)	$	(4,599)	$	40,692	$	37,423
Operating income (loss)	4,599		(40,692)		(37,423)




Income (loss) before income taxes	4,599		(40,692)		(37,423)

Income (loss) from discontinued operations	$	4,599	$	(40,692)	$	(37,423)

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,
	2021		2020		2019
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	$	—	$	2,474	$	3,647
Impairment of goodwill	—		9,635		—
Impairment of other noncurrent assets	—		12,406		—
(Gain) loss on disposal of assets, net	(464)		67		(316)




Stock-based compensation expense	—		(34)		1,345

Noncash gain on termination of leases	(4,602)		—		—
Cash flows from investing activities

Purchases of property, plant and equipment	—		(88)		(2,114)
Proceeds from sales of assets	1,083		3,952		29

On January 1, 2020, the Company and TS Biotechnology Holdings, LLC ("TS Biotechnology"), a related party and an entity managed by Third Security, entered into a Stock and Asset Purchase Agreement pursuant to which the Company agreed to sell a majority of the Company's non-healthcare assets and operations to TS Biotechnology for $53,000 and certain contingent payment rights (the "TS Biotechnology Sale"). The TS Biotechnology Sale closed on January 31, 2020. The assets and operations sold in the TS Biotechnology Sale included the following wholly owned subsidiaries, as well as certain equity securities that were directly related to the subsidiaries sold:

The Transactions were approved by the Company's independent members of the board of directors in December 2019. The Transactions represented a strategic shift of the Company towards the Company becoming primarily a healthcare company advancing technologies and products that address complex healthcare challenges. The operations related to the Transactions have been classified and presented as discontinued operations in the accompanying consolidated financial statements for all periods. 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. Additionally, the Company recorded a $10,283 impairment charge for the write down of the equity method investment and related intangible assets included in the EnviroFlight Sale. These impairment charges are included in loss from discontinued operations in the accompanying consolidated statement of operations for the year ended December, 31, 2019.

Upon the closing of the TS Biotechnology Sale in January 2020, the cumulative foreign currency translation losses totaling $26,957 were released to earnings and included in loss from discontinued operations. See further discussion below regarding this out-of-period adjustment.

The following tables present the financial results of discontinued operations related to the Transactions for the year ended December 31, 2020 and 2019. There were no discontinued operations related to the Transactions for the year ended December 31, 2021.


	Year Ended December 31, 2020
	TS Biotechnology Sale		EnviroFlight Sale		Total
Revenues (1)	$	1,294	$	—	$	1,294
Operating expenses	896		—		896
Operating income	398		—		398
Gain on sale of discontinued operations	633		39		672
Loss on release of cumulative foreign currency translation adjustment	(26,957)		—		(26,957)
Other expense, net	(129)		—		(129)
Equity in net loss of affiliates	—		(38)		(38)
Income (loss) before income taxes	(26,055)		1		(26,054)
Income tax expense	(2)		—		(2)
Income (loss) from discontinued operations	$	(26,057)	$	1	$	(26,056)


	Year Ended December 31, 2019
	TS Biotechnology Sale		EnviroFlight Sale		Total
Revenues (1)	$	12,307	$	—	$	12,307
Operating expenses (2)	116,091		10,794		126,885
Operating loss	(103,784)		(10,794)		(114,578)


Other expense, net	(272)		—		(272)
Equity in net loss of affiliates	—		(4,314)		(4,314)
Loss before income taxes	(104,056)		(15,108)		(119,164)
Income tax benefit	3,005		—		3,005
Loss from discontinued operations	$	(101,051)	$	(15,108)	$	(116,159)

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,
	2020		2019
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	$	—	$	5,107
Impairment of goodwill	—		58,042
Impairment of other noncurrent assets	—		31,637
Gain on sale of discontinued operations	(672)		—
Loss on release of cumulative foreign currency translation adjustment	26,957		—
Unrealized and realized depreciation on equity securities and preferred stock, net	106		458
Equity in net loss of EnviroFlight	38		4,314
Stock-based compensation expense	(1,346)		2,507
Deferred income taxes	—		(2,710)
Cash flows from investing activities
Investments in EnviroFlight	—		(2,000)
Purchases of property, plant and equipment	(382)		(23,326)

During the year ended December 31, 2020, the Company recorded an out-of-period adjustment of $26,572 to loss from discontinued operations which relates to the effect of cumulative foreign translation losses associated with the entities sold in the TS Biotechnology Sale. This charge, which is entirely noncash, should have been recorded in the year ended December 31, 2019 as an additional impairment charge included in loss from discontinued operations. There was no impact to net loss from continuing operations, cash and short-term investments, cash flows, or Segment Adjusted EBITDA. The error also had no impact on the cash consideration received upon closing of the TS Biotechnology Sale nor the representations and warranties made by the Company in the transaction. The Company evaluated the effects of this out-of-period adjustment, both qualitatively and quantitatively, and concluded that this adjustment was not material to the Company's results of operations for the years ended December 31, 2020 and 2019.