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Discontinued Operations
12 Months Ended
Dec. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
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 bioengineering 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 held in Oragenics, Inc. ("Oragenics") and SH Parent that were directly related to the subsidiaries sold:
Intrexon Produce Holdings, Inc. is the parent company of the Company's non-browning apple subsidiaries, Okanagan Specialty Fruits, Inc. and Fruit Orchard Holdings, Inc. (collectively referred herein as "Okanagan");
Intrexon UK Holdings, Inc. is the parent company of Oxitec Limited and subsidiaries, which is a pioneering company in biological insect solutions (referred to herein as "Oxitec");
ILH Holdings, Inc. includes the Company's fine chemicals operations that were focused primarily on microbial production of therapeutic compounds ("Fine Chemicals"); and
Blue Marble AgBio LLC which was formed in January 2020 and includes the Company's agriculture biotechnology assets and operations which were previously a division within Precigen ("AgBio").
Additionally, on January 2, 2020, the Company sold its equity interest in EnviroFlight, LLC ("EnviroFlight"), a JV with Darling Ingredients, Inc. ("Darling"), and related intellectual property rights to Darling for $12,200 (the "EnviroFlight Sale"). Unless referenced separately, the TS Biotechnology Sale and the EnviroFlight Sale are collectively referred to as the "Transactions".
The Transactions were approved by the Company's independent members of the board of directors in December 2019. The Transactions represent a strategic shift of the Company towards the Company becoming a primarily healthcare company
advancing technologies and products that address complex healthcare challenges. The assets, liabilities, and operations related to the Transactions are reclassified and presented as discontinued operations in the accompanying consolidated financial statements for all periods. Immediately prior to the reclassification, the Company evaluated goodwill, long-lived assets, and the equity method investment included in the Transactions for impairment. The Company recorded an impairment charge of $79,396, including $58,042 and $21,354 related to goodwill and other long-lived assets, respectively, at the Okanagan, Oxitec, Fine Chemicals, and AgBio reporting units. Additionally, the Company recorded a $10,283 impairment charge for the write down of the equity method investment and related intangible assets included in the EnviroFlight Sale. These impairment charges are included in loss from discontinued operations in the accompanying consolidated statement of operations for the year ended December, 31, 2019. As of December 31, 2019, the Company has estimated $942 of selling costs related to the Transactions.
The carrying values of the major classes of assets and liabilities included in assets and liabilities held for sale for the Transactions are as follows:
 
December 31, 2019
 
TS Biotechnology Sale
 
EnviroFlight Sale
 
Total
Assets
 
 
 
 
 
Cash and cash equivalents
$
2,223

 
$

 
$
2,223

Other current assets
9,698

 

 
9,698

Property, plant and equipment, net
51,975

 

 
51,975

Intangible assets, net
20,891

 
4,383

 
25,274

Investments in affiliates

 
7,817

 
7,817

Right-of-use assets
13,622

 

 
13,622

Other noncurrent assets
212

 

 
212

Total assets held for sale
$
98,621

 
$
12,200

 
$
110,821

Liabilities
 
 
 
 
 
Deferred revenue, current (1)
$
8,723

 
$

 
$
8,723

Operating lease liabilities, current
2,459

 

 
2,459

Other current liabilities
3,058

 
41

 
3,099

Deferred revenue, net of current portion (2)
19,410

 

 
19,410

Operating lease liabilities, net of current portion
12,623

 

 
12,623

Other long-term liabilities
1,019

 

 
1,019

Total liabilities held for sale
$
47,292

 
$
41

 
$
47,333

(1)
Includes deferred revenue, current, from related parties of $1,243.
(2)
Includes deferred revenue, net of current portion, from related parties of $6,836.
 
December 31, 2018
 
TS Biotechnology Sale
 
EnviroFlight Sale
 
Total
Assets
 
 
 
 
 
Cash and cash equivalents
$
5,892

 
$

 
$
5,892

Other current assets
3,263

 

 
3,263

Property, plant and equipment, net
41,978

 

 
41,978

Intangible assets, net
31,782

 
8,547

 
40,329

Investments in affiliates

 
16,720

 
16,720

Goodwill
55,958

 

 
55,958

Other noncurrent assets
1,376

 

 
1,376

Total assets held for sale
$
140,249

 
$
25,267

 
$
165,516

Liabilities
 
 
 
 
 
Deferred revenue, current (1)
$
4,466

 
$

 
$
4,466

Other current liabilities
3,874

 

 
3,874

Deferred revenue, net of current portion (2)
7,482

 

 
7,482

Other long-term liabilities
3,476

 

 
3,476

Total liabilities held for sale
$
19,298

 
$

 
$
19,298

(1)
Includes deferred revenue, current, from related parties of $443.
(2)
Includes deferred revenue, net of current portion, from related parties of $7,455.
The following tables present the financial results of discontinued operations:
 
Year Ended December 31, 2019
 
TS Biotechnology Sale
 
EnviroFlight Sale
 
Total
Revenue (1)
$
12,307

 
$

 
$
12,307

Operating expenses (2)
116,091

 
10,794

 
126,885

Operating loss
(103,784
)
 
(10,794
)
 
(114,578
)
Other expense, net
(272
)
 

 
(272
)
Equity in net loss of affiliates

 
(4,314
)
 
(4,314
)
Loss before income taxes
(104,056
)
 
(15,108
)
 
(119,164
)
Income tax benefit
3,005

 

 
3,005

Loss from discontinued operations
$
(101,051
)
 
$
(15,108
)
 
$
(116,159
)
(1)
Includes revenue recognized from related parties of $3,042.
(2)
Includes the impairment charge of $89,679 related to the Transactions discussed above.
 
Year Ended December 31, 2018
 
TS Biotechnology Sale
 
EnviroFlight Sale
 
Total
Revenue (1)
$
9,396

 
$

 
$
9,396

Operating expenses (2)
111,039

 
470

 
111,509

Operating loss
(101,643
)
 
(470
)
 
(102,113
)
Other expense, net
(1,757
)
 

 
(1,757
)
Equity in net loss of affiliates

 
(2,622
)
 
(2,622
)
Loss before income taxes
(103,400
)
 
(3,092
)
 
(106,492
)
Income tax benefit
6,103

 

 
6,103

Loss from discontinued operations
$
(97,297
)
 
$
(3,092
)
 
$
(100,389
)
(1)
Includes revenue recognized from related parties of $4,665.
(2)
Includes an impairment charge of $60,504 recorded in 2018 related to Oxitec's developed technology targeting the Aedes Aegypti mosquito and a $5,057 loss on disposal of certain leasehold improvements, equipment and other fixed assets in conjunction with the closing of one of Oxitec's research and development facilities in Brazil.
 
Year Ended December 31, 2017
 
TS Biotechnology Sale
 
EnviroFlight Sale
 
Total
Revenue (1)
$
11,518

 
$

 
$
11,518

Operating expenses (2)
53,028

 
470

 
53,498

Operating loss
(41,510
)
 
(470
)
 
(41,980
)
Other expense, net
(7,506
)
 

 
(7,506
)
Equity in net loss of affiliates

 
(1,847
)
 
(1,847
)
Loss before income taxes
(49,016
)
 
(2,317
)
 
(51,333
)
Income tax benefit
4,952

 

 
4,952

Loss from discontinued operations
$
(44,064
)
 
$
(2,317
)
 
$
(46,381
)
(1)
Includes revenue recognized from related parties of $8,185.
(2)
Includes an impairment charge of $2,950 recorded as part of its annual impairment assessment of indefinite-lived intangible assets.
The following table presents the significant non-cash items, investments in EnviroFlight and purchases of property, plant and equipment for the discontinued operations that are included in the accompanying consolidated statements of cash flows.
 
Year Ended December 31,
 
2019
 
2018
 
2017
Adjustments to reconcile net loss to net cash used in operating activities
 
 
 
 
 
Depreciation and amortization
$
5,107

 
$
9,007

 
$
9,536

Impairment loss
89,679

 
60,504

 
2,950

Unrealized and realized depreciation on equity securities and preferred stock, net
458

 
1,927

 
7,544

Equity in net loss of EnviroFlight
4,314

 
2,622

 
1,847

Stock-based compensation expense
2,507

 
3,872

 
4,683

Deferred income taxes
(2,710
)
 
(5,703
)
 
(4,575
)
Cash flows from investing activities
 
 
 
 
 
Investments in EnviroFlight
(2,000
)
 
(12,250
)
 
(4,750
)
Purchases of property, plant and equipment
(23,326
)
 
(21,191
)
 
(13,455
)
Also see Note 23 below.
Equity Method Investments
The Company accounted for its investment in EnviroFlight using the equity method of accounting.
The Company accounted for its equity securities held in Oragenics, one of its collaborators and a related party, using the fair value option. Oragenics was considered an equity method investment through September 30, 2018.
Summarized financial data for equity method investments included in discontinued operations during the periods below are shown in the following tables.
 
December 31,
 
2019
 
2018
Current assets
$
703

 
$
5,119

Noncurrent assets
30,549

 
29,326

Total assets
31,252

 
34,445

Current liabilities
2,352

 
1,005

Non-current liabilities
88

 

Total liabilities
2,440

 
1,005

Net assets
$
28,812

 
$
33,440

 
Year Ended December 31,
 
2019
 
2018
 
2017
Revenues
$
510

 
$
268

 
$
254

Operating expenses
9,159

 
12,709

 
10,671

Operating loss
(8,649
)
 
(12,441
)
 
(10,417
)
Other, net
21

 
39

 
(8
)
Net loss
$
(8,628
)
 
$
(12,402
)
 
$
(10,425
)
Where applicable, the notes to the consolidated financial statements have been updated to reflect information pertaining to the Company's continuing operations.