Precigen (PGEN) 8-K/A Financial Statements and Exhibits

Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Information

Effective as of August 18, 2022, Precigen, Inc., a Virginia corporation (the “Company”), and its wholly-owned subsidiary, Trans Ova Genetics, L.C., an Iowa limited liability company (“Trans Ova”), completed the previously announced sale of 100% of the issued and outstanding membership interests of Trans Ova to Spring Bidco LLC, a Delaware limited liability company (“Buyer”), pursuant to the terms of that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated July 1, 2022, by and among the Company, Trans Ova and Buyer. At the closing (the “Closing”) of the transaction contemplated by the Purchase Agreement (the “Transaction”), 100% of the issued and outstanding membership interests of Trans Ova were acquired by Buyer and, pursuant to the terms of the Purchase Agreement, Buyer paid an aggregate purchase price of $170 million, which resulted in net proceeds to the Company of approximately $169.5 million after giving effect to closing purchase price adjustments and certain transaction costs. The purchase price is subject to certain other adjustments post-Closing under the Purchase Agreement.

The sale of Trans Ova is considered a significant disposition for purposes of Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-X.

The Company reported its operations of Trans Ova as discontinued operations in its condensed consolidated financial statements included in Form 10-Q for the quarter and year-to-date periods ended June 30, 2022. The accompanying unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2022 and for the years ended December 31, 2021, 2020 and 2019 give effect to the divestiture as if it had occurred on January 1, 2019. The pro forma financial statements only present financial results through continuing operations attributable to the Company and exclude any historically reported discontinued operations other than those of Trans Ova. The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to this divestiture as if it had occurred on June 30, 2022, the date of the Company’s most recently filed balance sheet.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with (i) the consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1, 2022, and (ii) the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-Q for the three and six months ended June 30, 2022 filed with the SEC on August 8, 2022.

The unaudited pro forma condensed consolidated financial information is presented based on assumptions, adjustments, and currently available information described in the accompanying notes and is intended for informational purposes only. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the divestiture been completed on the dates assumed. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition. Actual adjustments may differ materially from the information presented.

Precigen, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2022 

(Amounts in thousands)
		Historical			Transaction Accounting Adjustments			Unaudited Pro Forma Continuing Operations
Assets
Current assets
Cash, cash equivalents and restricted cash	$	43,844		$	169,538	a	$	213,382
Short-term investments		71,453			—			71,453
Other current assets		4,749			—			4,749
Current assets held for sale		44,573			(44,573	)b		—
Total current assets		164,619			124,965			289,584
Long-term investments		11,877			—			11,877
Property, plant and equipment, net		7,726			—			7,726
Intangible assets, net		45,933			—			45,933
Goodwill		36,864			—			36,864
Right-of-use assets		8,944			—			8,944
Other assets		921			—			921
Noncurrent assets held for sale		44,340			(44,340	)b		—
Total assets	$	321,224		$	80,625		$	401,849
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	2,668		$	—		$	2,668
Accrued compensation and benefits		4,864			—			4,864
Other accrued liabilities		9,666			6,021	c		15,687
Other current liabilities		1,255			—			1,255
Current liabilities held for sale		11,448			(11,448	)b		—
Total current liabilities		29,901			(5,427	)		24,474
Long-term debt, net of current portion		198,674			—			198,674
Deferred revenue, net of current portion		23,023			—			23,023
Lease liabilities, net of current portion		8,098			—			8,098
Deferred tax liabilities		2,260			—			2,260
Long-term liabilities held for sale		3,615			(3,615	)b		—
Total liabilities		265,571			(9,042	)		256,529
Shareholders' equity
Common stock		—			—			—
Additional paid-in capital		1,993,979			—			1,993,979
Accumulated deficit		(1,933,770	)		89,667	a,b,c		(1,844,103	)
Accumulated other comprehensive loss		(4,556	)		—			(4,556	)
Total shareholders' equity		55,653			89,667			145,320
Total liabilities and shareholders' equity	$	321,224		$	80,625		$	401,849

Precigen, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Six Months Ended June 30, 2022

(Amounts in thousands, except share and per share data)
	Historical			Transaction Accounting Adjustments (d)			Unaudited Pro Forma Continuing Operations
Revenues
Collaboration and licensing revenues	$	—		$	—		$	—
Product revenues		1,113			—			1,113
Service revenues		7,146			—			7,146
Other revenues		165			—			165
Total revenues		8,424			—			8,424
Operating Expenses
Cost of products		1,122			—			1,122
Cost of services		2,383			—			2,383
Research and development		23,755			—			23,755
Selling, general and administrative		26,359			(759	)		25,600
Impairment of goodwill		482			—			482
Impairment of other noncurrent assets		638			—			638
Total operating expenses		54,739			(759	)		53,980
Operating loss		(46,315	)		759			(45,556	)
Other Expense, Net
Interest expense		(4,101	)		—			(4,101	)
Interest and dividend income		75			—			75
Other income, net		238			—			238
Total other expense, net		(3,788	)		—			(3,788	)
Equity in net loss of affiliates		(1	)		—			(1	)
Loss from continuing operations before income taxes		(50,104	)		759			(49,345	)
Income tax benefit		147			—			147
Loss from continuing operations	$	(49,957	)	$	759		$	(49,198	)
Income from discontinued operations, net of income taxes		13,071			(13,071	)		—
Net loss	$	(36,886	)	$	(12,312	)	$	(49,198	)
Net loss from continuing operations per share, basic and diluted	$	(0.25	)	$	—		$	(0.25	)
Net income from discontinued operations per share, basic and diluted		0.07			(0.07	)		—
Net loss per share, basic and diluted	$	(0.18	)	$	(0.07	)	$	(0.25	)
Weighted average shares outstanding, basic and diluted		200,047,629						200,047,629

Precigen, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2021

(Amounts in thousands, except share and per share data)
	Historical			Transaction Accounting Adjustments (e)			Unaudited Pro Forma Continuing Operations
Revenues
Collaboration and licensing revenues	$	506		$	—		$	506
Product revenues		27,295			(25,131	)		2,164
Service revenues		75,570			(64,475	)		11,095
Other revenues		502			—			502
Total revenues		103,873			(89,606	)		14,267
Operating Expenses
Cost of products		24,864			(23,070	)		1,794
Cost of services		33,521			(29,570	)		3,951
Research and development		50,141			(2,208	)		47,933
Selling, general and administrative		74,122			(22,128	)		51,994
Impairment of goodwill		—			—			—
Impairment of other noncurrent assets		543			—			543
Total operating expenses		183,191			(76,976	)		106,215
Operating loss		(79,318	)		(12,630	)		(91,948	)
Other Expense, Net
Interest expense		(18,891	)		136			(18,755	)
Interest and dividend income		1,617			(1,446	)		171
Other expense, net		(330	)		(102	)		(432	)
Total other expense, net		(17,604	)		(1,412	)		(19,016	)
Equity in net loss of affiliates		(3	)		—			(3	)
Loss from continuing operations before income taxes		(96,925	)		(14,042	)		(110,967	)
Income tax benefit		160			—			160
Net loss from continuing operations attributable to Precigen	$	(96,765	)	$	(14,042	)	$	(110,807	)
Net loss from continuing operations attributable to Precigen per share, basic and diluted	$	(0.49	)				$	(0.56	)
Weighted average shares outstanding, basic and diluted		197,759,900						197,759,900

Precigen, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2020

(Amounts in thousands, except share and per share data)

	Historical			Transaction Accounting Adjustments (e)			Unaudited Pro Forma Continuing Operations
Revenues
Collaboration and licensing revenues	$	21,208		$	—		$	21,208
Product revenues		24,349			(21,914	)		2,435
Service revenues		56,899			(49,272	)		7,627
Other revenues		722			—			722
Total revenues		103,178			(71,186	)		31,992
Operating Expenses
Cost of products		28,550			(26,529	)		2,021
Cost of services		26,963			(23,610	)		3,353
Research and development		41,644			(2,216	)		39,428
Selling, general and administrative		91,704			(19,777	)		71,927
Impairment of goodwill		—			—			—
Impairment of other noncurrent assets		920			(106	)		814
Total operating expenses		189,781			(72,238	)		117,543
Operating loss		(86,603	)		1,052			(85,551	)
Other Expense, Net
Interest expense		(18,400	)		176			(18,224	)
Interest and dividend income		2,451			(1,430	)		1,021
Other expense, net		(165	)		(235	)		(400	)
Total other expense, net		(16,114	)		(1,489	)		(17,603	)
Equity in net loss of affiliates		(1,138	)		535			(603	)
Loss from continuing operations before income taxes		(103,855	)		98			(103,757	)
Income tax benefit		82			—			82
Net loss from continuing operations attributable to Precigen	$	(103,773	)	$	98		$	(103,675	)
Net loss from continuing operations attributable to Precigen per share, basic and diluted	$	(0.62	)				$	(0.62	)
Weighted average shares outstanding, basic and diluted		167,065,539						167,065,539

Precigen, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2019

(Amounts in thousands, except share and per share data)        

	Historical			Transaction Accounting Adjustments (e)			Unaudited Pro Forma Continuing Operations
Revenues
Collaboration and licensing revenues	$	14,059		$	—		$	14,059
Product revenues		23,780			(21,798	)		1,982
Service revenues		51,803			(46,867	)		4,936
Other revenues		1,080			—			1,080
Total revenues		90,722			(68,665	)		22,057
Operating Expenses
Cost of products		31,930			(29,516	)		2,414
Cost of services		29,471			(26,112	)		3,359
Research and development		66,666			(1,278	)		65,388
Selling, general and administrative		98,634			(18,620	)		80,014
Impairment of goodwill		29,820			(29,642	)		178
Impairment of other noncurrent assets		990			—			990
Total operating expenses		257,511			(105,168	)		152,343
Operating loss		(166,789	)		36,503			(130,286	)
Other Expense, Net
Unrealized and realized appreciation in fair value of equity securities and preferred stock, net		8,291			—			8,291
Interest expense		(17,666	)		169			(17,497	)
Interest and dividend income		3,871			(1,762	)		2,109
Other income (expense), net		3,445			(261	)		3,184
Total other expense, net		(2,059	)		(1,854	)		(3,913	)
Equity in net loss of affiliates		(2,416	)		148			(2,268	)
Loss from continuing operations before income taxes		(171,264	)		34,797			(136,467	)
Income tax benefit		930			(703	)		227
Loss from continuing operations	$	(170,334	)	$	34,094		$	(136,240	)
Net loss from continuing operations attributable to the noncontrolling interests		1,592			—			1,592
Net loss from continuing operations attributable to Precigen	$	(168,742	)	$	34,094		$	(134,648	)
Net loss from continuing operations attributable to Precigen per share, basic and diluted	$	(1.09	)				$	(0.87	)
Weighted average shares outstanding, basic and diluted		154,138,774						154,138,774

Precigen, Inc. 

Notes to Unaudited Pro Forma Condensed Financial Information 

As of June 30, 2022

a) Adjustment represents the net cash proceeds from the sale of Trans Ova as if the closing date was June 30, 2022.

b) Adjustment reflects the elimination of the assets and liabilities of Trans Ova due to the Transaction, which were previously classified as held for sale.

c) Adjustment reflects other liabilities incurred or generated in conjunction with the Transaction.

d) Adjustment reflects the removal of the operating results of Trans Ova, reported as discontinued operations in the historical financial statements.

e) Adjustments include the removal of historical operations of Trans Ova and the addition of intercompany revenue and expense from continuing operations of the Company previously eliminated within consolidation.