Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36042 | |
Entity Registrant Name | PRECIGEN, INC. | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 26-0084895 | |
Entity Address, Address Line One | 20374 Seneca Meadows Parkway | |
Entity Address, City or Town | Germantown, | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20876 | |
City Area Code | 301 | |
Local Phone Number | 556-9900 | |
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | PGEN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 208,150,021 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001356090 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 9,067 | $ 36,423 |
Restricted cash | 82,443 | 0 |
Short-term investments | 62,260 | 72,240 |
Receivables | ||
Trade, less allowance for credit losses of $184 as of September 30, 2022 and December 31, 2021 | 1,175 | 1,341 |
Related parties, less allowance for credit losses of $0 as of September 30, 2022 and $1,509 December 31, 2021 | 19 | 73 |
Other | 1,260 | 566 |
Inventory | 219 | 326 |
Prepaid expenses and other | 6,363 | 5,471 |
Current assets held for sale | 0 | 40,188 |
Total current assets | 162,806 | 156,628 |
Long-term investments | 0 | 48,562 |
Property, plant and equipment, net | 7,611 | 8,599 |
Intangible assets, net | 42,416 | 52,291 |
Goodwill | 36,713 | 37,554 |
Right-of-use assets | 8,828 | 9,990 |
Other assets | 871 | 936 |
Noncurrent assets held for sale | 0 | 45,296 |
Total assets | 259,245 | 359,856 |
Current liabilities | ||
Accounts payable | 4,201 | 3,112 |
Accrued compensation and benefits | 5,792 | 7,856 |
Other accrued liabilities | 11,685 | 7,817 |
Deferred revenue | 76 | 1,490 |
Current portion of long-term debt | 82,069 | 52 |
Current portion of lease liabilities | 1,041 | 1,393 |
Related party payables | 0 | 74 |
Current liabilities held for sale | 0 | 12,851 |
Total current liabilities | 104,864 | 34,645 |
Long-term debt, net of current portion | 0 | 179,882 |
Deferred revenue, net of current portion, including of $0 and $21,205 from related parties as of September 30, 2022 and December 31, 2021, respectively | 1,818 | 23,023 |
Lease liabilities, net of current portion | 7,939 | 8,747 |
Deferred tax liabilities | 2,092 | 2,539 |
Long-term liabilities held for sale | 0 | 3,672 |
Total liabilities | 116,713 | 252,508 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity | ||
Common stock, no par value, 400,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 208,150,021 shares and 206,739,874 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 1,996,104 | 2,022,701 |
Accumulated deficit | (1,846,391) | (1,915,556) |
Accumulated other comprehensive (loss) income | (7,181) | 203 |
Total shareholders' equity | 142,532 | 107,348 |
Total liabilities and shareholders' equity | $ 259,245 | $ 359,856 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Accounts receivable allowance for credit losses | $ 184,000 | $ 184,000 |
Related party receivable, allowance for credit losses | 1,509,000 | |
Current liabilities | ||
Deferred revenue, net of current portion, related party | $ 1,818,000 | $ 23,023,000 |
Shareholders' equity | ||
Common stock, no par value (in usd per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 208,150,021 | 206,739,874 |
Common stock, shares outstanding (in shares) | 208,150,021 | 206,739,874 |
Related Parties, Aggregated | ||
Current liabilities | ||
Deferred revenue, net of current portion, related party | $ 0 | $ 21,205,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Total revenues | $ 16,722 | $ 3,333 | $ 25,146 | $ 10,583 |
Operating Expenses | ||||
Impairment of goodwill | 482 | 0 | ||
Impairment of other noncurrent assets | 638 | 543 | ||
Other Expense, Net | ||||
Equity in net income (loss) of affiliates | 861 | (3) | ||
Loss from continuing operations before income taxes | (7,694) | (26,380) | (57,798) | (84,282) |
Income (loss) from discontinued operations, net of income taxes | 95,023 | (3,445) | 108,094 | 16,977 |
Net income (loss) | $ 87,379 | $ (29,764) | $ 50,493 | $ (67,132) |
Net Loss per Share | ||||
Net loss from continuing operations per share, basic (in dollars per share) | $ (0.04) | $ (0.13) | $ (0.29) | $ (0.43) |
Net loss from continuing operating per share, diluted (in dollars per share) | (0.04) | (0.13) | (0.29) | (0.43) |
Net income (loss) from discontinued operations per share, diluted (in dollars per share) | 0.48 | (0.02) | 0.54 | 0.09 |
Net income (loss) from discontinued operations per share, basic (in dollars per share) | 0.48 | (0.02) | 0.54 | 0.09 |
Net income (loss) per share, basic (in dollars per share) | 0.44 | (0.15) | 0.25 | (0.34) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.44 | $ (0.15) | $ 0.25 | $ (0.34) |
Weighted average shares outstanding, basic (in shares) | 200,670,590 | 199,179,763 | 200,256,046 | 197,254,438 |
Weighted average shares outstanding, diluted (in shares) | 200,670,590 | 199,179,763 | 200,256,046 | 197,254,438 |
Collaboration and licensing agreements | ||||
Revenues | ||||
Total revenues | $ 14,561 | $ 22 | $ 14,561 | $ 389 |
Continuing Operations | ||||
Revenues | ||||
Total revenues | 16,722 | 3,333 | 25,146 | 10,583 |
Operating Expenses | ||||
Research and development | 12,622 | 12,434 | 36,377 | 35,755 |
Selling, general and administrative | 10,137 | 10,977 | 36,496 | 40,197 |
Impairment of goodwill | 0 | 0 | 482 | 0 |
Impairment of other noncurrent assets | 0 | 0 | 638 | 543 |
Total operating expenses | 24,336 | 24,863 | 79,075 | 80,659 |
Operating loss | (7,614) | (21,530) | (53,929) | (70,076) |
Other Expense, Net | ||||
Interest expense | (2,036) | (4,765) | (6,137) | (13,902) |
Interest income | 56 | 48 | 131 | 129 |
Other income (expense), net | 1,038 | (133) | 1,276 | (430) |
Total other expense, net | (942) | (4,850) | (4,730) | (14,203) |
Equity in net income (loss) of affiliates | 862 | 0 | 861 | (3) |
Loss from continuing operations before income taxes | (7,694) | (26,380) | (57,798) | (84,282) |
Income tax benefit | 50 | 61 | 197 | 173 |
Loss from continuing operations | (7,644) | (26,319) | (57,601) | (84,109) |
Continuing Operations | Collaboration and licensing agreements | ||||
Revenues | ||||
Total revenues | 14,561 | 22 | 14,561 | 389 |
Continuing Operations | Product revenues | ||||
Revenues | ||||
Total revenues | 342 | 554 | 1,455 | 1,860 |
Operating Expenses | ||||
Cost of products and services | 463 | 482 | 1,585 | 1,306 |
Continuing Operations | Service revenues | ||||
Revenues | ||||
Total revenues | 1,750 | 2,632 | 8,896 | 7,935 |
Operating Expenses | ||||
Cost of products and services | 1,114 | 970 | 3,497 | 2,858 |
Continuing Operations | Other | ||||
Revenues | ||||
Total revenues | $ 69 | $ 125 | $ 234 | $ 399 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Total revenues | $ 16,722 | $ 3,333 | $ 25,146 | $ 10,583 |
Continuing Operations | ||||
Related Party Transaction [Line Items] | ||||
Total revenues | 16,722 | 3,333 | 25,146 | 10,583 |
Collaboration and licensing agreements | ||||
Related Party Transaction [Line Items] | ||||
Total revenues | 14,561 | 22 | 14,561 | 389 |
Collaboration and licensing agreements | Continuing Operations | ||||
Related Party Transaction [Line Items] | ||||
Total revenues | $ 14,561 | $ 22 | $ 14,561 | $ 389 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 87,379 | $ (29,764) | $ 50,493 | $ (67,132) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on investments | 99 | 42 | (905) | (43) |
Loss on foreign currency translation adjustments | (2,724) | (1,068) | (6,479) | (2,439) |
Comprehensive income (loss) | $ 84,754 | $ (30,790) | $ 43,109 | $ (69,614) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Balances (in shares) at Dec. 31, 2020 | 187,663,207 | |||||||
Balances at Dec. 31, 2020 | $ 67,174 | $ 0 | $ 1,886,567 | $ 3,997 | $ (1,823,390) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation expense | 11,462 | 11,462 | ||||||
Shares issued upon vesting of restricted stock units and for exercises of stock options (in shares) | 1,750,521 | |||||||
Shares issued upon vesting of restricted stock units and for exercises of stock options | 603 | 603 | ||||||
Shares issued as payment for services (in shares) | 74,771 | |||||||
Shares issued as payment for services | 577 | 577 | ||||||
Shares issued in public offering, net of issuance costs (in shares) | 17,250,000 | |||||||
Shares issued in public offerings, net of issuance costs | 121,045 | 121,045 | ||||||
Net income | (67,132) | (67,132) | ||||||
Other comprehensive loss | (2,482) | (2,482) | ||||||
Balances (in shares) at Sep. 30, 2021 | 206,738,499 | |||||||
Balances at Sep. 30, 2021 | 131,247 | $ 0 | 2,020,254 | 1,515 | (1,890,522) | |||
Balances (in shares) at Dec. 31, 2020 | 187,663,207 | |||||||
Balances at Dec. 31, 2020 | $ 67,174 | $ 0 | 1,886,567 | 3,997 | (1,823,390) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | |||||||
Balances (in shares) at Dec. 31, 2021 | 206,739,874 | 206,739,874 | ||||||
Balances at Dec. 31, 2021 | $ 107,348 | $ (18,196) | $ 0 | 2,022,701 | $ (36,868) | 203 | (1,915,556) | $ 18,672 |
Balances (in shares) at Jun. 30, 2021 | 206,580,928 | |||||||
Balances at Jun. 30, 2021 | 159,196 | $ 0 | 2,017,413 | 2,541 | (1,860,758) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation expense | 2,490 | 2,490 | ||||||
Shares issued upon vesting of restricted stock units and for exercises of stock options (in shares) | 157,571 | |||||||
Shares issued upon vesting of restricted stock units and for exercises of stock options | 351 | 351 | ||||||
Net income | (29,764) | (29,764) | ||||||
Other comprehensive loss | (1,026) | (1,026) | ||||||
Balances (in shares) at Sep. 30, 2021 | 206,738,499 | |||||||
Balances at Sep. 30, 2021 | $ 131,247 | $ 0 | 2,020,254 | 1,515 | (1,890,522) | |||
Balances (in shares) at Dec. 31, 2021 | 206,739,874 | 206,739,874 | ||||||
Balances at Dec. 31, 2021 | $ 107,348 | $ (18,196) | $ 0 | 2,022,701 | $ (36,868) | 203 | (1,915,556) | $ 18,672 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation expense | 7,996 | 7,996 | ||||||
Shares issued upon vesting of restricted stock units and for exercises of stock options (in shares) | 354,089 | |||||||
Shares issued upon vesting of restricted stock units and for exercises of stock options | 1 | 1 | ||||||
Shares issued for accrued compensation (in shares) | 772,071 | |||||||
Shares issued for accrued compensation | 1,698 | 1,698 | ||||||
Shares issued as payment for services (in shares) | 283,987 | |||||||
Shares issued as payment for services | 576 | 576 | ||||||
Net income | 50,493 | 50,493 | ||||||
Other comprehensive loss | $ (7,384) | (7,384) | ||||||
Balances (in shares) at Sep. 30, 2022 | 208,150,021 | 208,150,021 | ||||||
Balances at Sep. 30, 2022 | $ 142,532 | $ 0 | 1,996,104 | (7,181) | (1,846,391) | |||
Balances (in shares) at Jun. 30, 2022 | 208,150,021 | |||||||
Balances at Jun. 30, 2022 | 55,653 | $ 0 | 1,993,979 | (4,556) | (1,933,770) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation expense | 2,125 | 2,125 | ||||||
Net income | 87,379 | 87,379 | ||||||
Other comprehensive loss | $ (2,625) | (2,625) | ||||||
Balances (in shares) at Sep. 30, 2022 | 208,150,021 | 208,150,021 | ||||||
Balances at Sep. 30, 2022 | $ 142,532 | $ 0 | $ 1,996,104 | $ (7,181) | $ (1,846,391) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 50,493 | $ (67,132) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 9,044 | 10,442 |
Gain on disposals of assets, net | 421 | 89 |
Impairment of goodwill | 482 | 0 |
Impairment of other noncurrent assets | 638 | 543 |
Gain on sale of discontinued operations | (94,702) | 0 |
Gain on debt retirement | (1,285) | 0 |
Amortization of premiums on investments, net | 667 | 893 |
Equity in net (income) loss of affiliates | (861) | 3 |
Stock-based compensation expense | 7,996 | 11,462 |
Shares issued as payment for services | 576 | 577 |
Provision for credit losses | 944 | 1,219 |
Accretion of debt discount and amortization of deferred financing costs | 934 | 8,641 |
Deferred income taxes | (162) | (180) |
Noncash gain on termination of operating leases | 0 | (4,602) |
Other noncash items | 105 | 0 |
Receivables: | ||
Trade | (2,446) | (5,285) |
Related parties | 54 | (47) |
Other | 230 | (610) |
Inventory | 2,408 | 1,422 |
Prepaid expenses and other | (1,305) | (388) |
Other assets | (1) | 282 |
Accounts payable | 728 | (678) |
Accrued compensation and benefits | (578) | (304) |
Other accrued liabilities | (479) | 1,505 |
Deferred revenue | (23,343) | 903 |
Lease liabilities | (79) | 107 |
Related party payables | (78) | 4 |
Other long-term liabilities | (50) | (50) |
Net cash used in operating activities | (49,649) | (41,182) |
Cash flows from investing activities | ||
Purchases of investments | 0 | (174,221) |
Sales and maturities of investments | 56,967 | 82,000 |
Purchases of property, plant and equipment | (4,871) | (4,474) |
Proceeds from sale of assets | 594 | 2,537 |
Proceeds from sale of discontinued operations | 162,306 | 0 |
Proceeds from repayment of notes receivable | 0 | 3,689 |
Net cash provided by (used in) investing activities | 214,996 | (90,469) |
Cash flows from financing activities | ||
Proceeds from issuance of shares, net of issuance costs | 0 | 121,045 |
Repurchase of Convertible Notes | (115,658) | 0 |
Payments of long-term debt | (353) | (351) |
Proceeds from stock option exercises | 1 | 603 |
Net cash (used in) provided by financing activities | (116,010) | 121,297 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (804) | 264 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 48,533 | (10,090) |
Cash, cash equivalents, and restricted cash | ||
Beginning of period | 43,343 | 52,250 |
End of period | 91,876 | 42,160 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | 8,187 | 7,116 |
Cash paid during the period for income taxes | 0 | 4 |
Significant noncash activities | ||
Accrued compensation paid in equity awards | 1,698 | 0 |
Purchases of property and equipment included in accounts payable and other accrued liabilities | 199 | 108 |
Proceeds from sale of assets included in accounts receivable | 147 | 124 |
Cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 9,067 | |
Restricted cash | 82,443 | |
Cash and cash equivalents included in current assets held for sale | 0 | |
Restricted cash included in other assets | 366 | |
Cash, cash equivalents, and restricted cash | $ 91,876 | $ 42,160 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Precigen, Inc. ("Precigen"), a Virginia corporation, is a synthetic biology company with a focus on its discovery and clinical stage activities to advance the next generation of gene and cellular therapies to target the most urgent and intractable challenges in immuno-oncology, autoimmune disorders, and infectious diseases. Precigen operates through the following subsidiaries: PGEN Therapeutics, Inc. ("PGEN Therapeutics") is a dedicated discovery and clinical stage biopharmaceutical company advancing the next generation of gene and cell therapies using precision technology to target urgent and intractable diseases in immuno-oncology, autoimmune disorders, and infectious diseases. PGEN Therapeutics is a wholly owned subsidiary of Precigen with primary operations in Maryland. Precigen ActoBio, Inc. ("ActoBio") is pioneering a proprietary class of microbe-based biopharmaceuticals that enable expression and local delivery of disease-modifying therapeutics and is a wholly owned subsidiary of Precigen with primary operations in Belgium. 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. 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. 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 had a continuing involvement after the wind down, MBP Titan has been presented as discontinued operations for all periods presented. See Note 3 for further discussion. On August 18, 2022, Precigen completed the previously announced sale of 100% of the issued and outstanding membership interests in its wholly-owned subsidiary, Trans Ova Genetics, L.C. (“Trans Ova”), a provider of reproductive technologies, including services and products sold to cattle breeders and other producers. See Note 3 for further discussion. Trans Ova was formerly a separate reportable segment. Precigen and its consolidated subsidiaries are hereinafter referred to as the "Company." |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in the Company's annual financial statements have been condensed or omitted. These condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for fair statement of the Company's financial position as of September 30, 2022 and results of operations and cash flows for the periods ended September 30, 2022 and 2021. The year-end condensed consolidated balance sheet data was derived from the Company's audited financial statements but does not include all disclosures required by U.S. GAAP. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying condensed consolidated financial statements reflect the operations of Precigen and its subsidiaries. All intercompany accounts and transactions have been eliminated. Liquidity and Going Concern During the nine months ended September 30, 2022, the Company incurred a loss from continuing operations of $57,601 and used $49,649 of cash in its operations, and as of September 30, 2022, had an accumulated deficit of $1,846,391. The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows from operations 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. In addition, as of September 30, 2022, the Company had $153,770 in cash, cash equivalents, short-term investments, and restricted cash, and had no committed source of additional funding from either debt or equity financings, although the Company may, in its discretion, sell equity securities under the terms of the at-the-market sales agreement (See Note 13), subject to certain conditions and limitations. Given the Company’s current cash position and forecasted negative cash flows from operating activities for the foreseeable future, as well as convertible notes with a face value of $82,440 that are due on July 1, 2023 (See Note 11), management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to fund its operations on an ongoing basis is dependent upon the successful execution of management’s plans, which include raising additional capital in the near term. This additional capital could be raised through a combination of non-dilutive financings (including collaborations, strategic alliances, monetization of non-core assets, marketing, distribution or licensing arrangements), dilutive financings (including equity and/or debt financings) and, in the longer term, from revenue related to product sales, to the extent its product candidates receive marketing approval and can be commercialized. There can be no assurance that new financings or other transactions will be available to the Company on commercially acceptable terms, or at all. Also, any collaborations, strategic alliances, monetization of non-core assets or marketing, distribution or licensing arrangement may require the Company to give up some or all of its rights to a product or technology, which in some cases may be at less than the full potential value of such rights. If the Company is unable to obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the scope of, or eliminate some or all of its operations, which may include research and development and clinical trials. This may have a material adverse effect on the Company’s business, financial condition, results of operations and ability to operate as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern. Risks and Uncertainties 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. Principal among these risks are dependence on key individuals and intellectual property, competition from products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its therapeutic product candidates. In addition, COVID-19 has had and continues to have an extensive impact on the global health and economic environments. Furthermore, there is uncertainty regarding the duration and severity of the ongoing pandemic, and the Company could experience 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 all aspects of its businesses. Given the dynamic nature of these circumstances, the full impact of the COVID-19 pandemic on the Company's ongoing business, results of operations, and overall financial performance in future periods cannot be reasonably estimated at this time, and it could have a material adverse effect on the Company's results of operations, cash flows, and financial position, including resulting impairments to goodwill and long-lived assets and additional credit losses. See Note 3 for further discussion of the impact of COVID-19 on MBP Titan. Equity Method Investments The Company accounts for its investments in each of its joint ventures ("JVs") using the equity method of accounting based upon relative ownership interest. See additional discussion related to certain of the Company's JVs in Note 4. Variable Interest Entities As of December 31, 2021 and through July 2022, the Company determined that its JVs were variable interest entities ("VIEs"). 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. As of December 31, 2021 and through July 2022, the Company had no risk of loss related to the identified VIEs. In July 2022, the Company obtained substantially all of the membership interests that were previously owned by others of these VIEs, and began consolidating those entities at the time of the acquisitions. The operations and financial position of those entities were not material as of and for the three and nine months ended September 30, 2022. See Note 4 and Note 16 for additional discussion. Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, using the treasury-stock method. 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 to loss from continuing operations and, therefore, basic and diluted net loss per share were the same for all periods presented. The following potentially dilutive securities as of September 30, 2022 and 2021, have been excluded from the above computations of diluted weighted average shares outstanding for the three and nine months then ended as they would have been anti-dilutive: September 30, 2022 2021 Convertible debt 4,836,112 11,732,440 Options 15,317,186 12,249,109 Restricted stock units 697,815 468,481 Warrants 121,888 121,888 Total 20,973,001 24,571,918 Segment Information The Company's chief operating decision maker ("CODM") regularly reviews disaggregated financial information for various operating segments. The financial information regularly reviewed by the CODM and the operating segments, which were determined to be operating and reportable segments, are (i) Biopharmaceuticals and (ii) Exemplar. The Biopharmaceuticals reportable segment is primarily comprised of the Company's legal entities of PGEN Therapeutics and ActoBio. See Note 1 for a description of PGEN Therapeutics, ActoBio, and Exemplar. 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, business development, and investor relations functions. 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. The Company's segment presentation excludes amounts related to the operations of Trans Ova and MBP Titan which are reported as discontinued operations (Note 3). See Note 18 for further discussion of the Company's segments. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06" ) . Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition method, which resulted in an increase to our reported long-term debt outstanding, net of current portion, of $18,196, a decrease to our additional paid-in capital of $36,868, and a corresponding cumulative-effect reduction to our opening accumulated deficit of $18,672. The adoption of ASU 2020-06 is expected to reduce non-cash interest expense related to existing convertible debt outstanding by approximately $11,800 for the year ending December 31, 2022, and did not have an impact on our consolidated cash flows. The use of the if-converted method did not have an impact on our overall earnings per share calculation. Recently Issued Accounting Pronouncements Not Yet Adopted There are no accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Where applicable, the notes to the accompanying condensed consolidated financial statements have been updated to reflect information pertaining to the Company's continuing operations based on the discontinued operations summarized below. Trans Ova As part of the Company's strategic shift to becoming a primarily healthcare company, as discussed in Note 1, on August 18, 2022, the Company completed the previously announced sale of 100% of the issued and outstanding membership interests in its wholly-owned subsidiary,Trans Ova, to Spring Bidco LLC, a Delaware limited liability company for $170,000 and up to $10,000 in cash earn-out payments contingent upon the performance of Trans Ova in 2022 and 2023 (the “Transaction”). The Company received $162,306 in proceeds, net of certain transaction costs, on August 18, 2022, after giving effect to the preliminary closing purchase price adjustments. The final working capital adjustment of approximately $1,000 is expected to be received in the fourth quarter of 2022. The Company elected to account for the contingent consideration arrangement as a gain contingency in accordance with ASC 450, Contingencies (Subtopic 450-30). Under this approach, the Company recognizes the contingent consideration receivable in earnings after the contingency is resolved. Accordingly, to determine the initial gain on the sale of Trans Ova, the Company did not include an amount related to the contingent consideration arrangement as part of the consideration received. In connection with the Transaction, the Company, as of September 30, 2022, holds a total of $82,443, in a segregated account to be used for certain permitted purposes, including resolution of the Company’s outstanding convertible notes as discussed further in Note 11. In addition, the Company is required to indemnify the Buyer for certain expenses incurred post close (related to covenants and certain additional specified liabilities including certain patent infringement lawsuits), if incurred, in amounts not to exceed $5,750, which was recorded as a reduction of the gain on divestiture in the three and nine months ended September 30, 2022, and is included in other accrued liabilities as of September 30, 2022. To date, the Company has not received an indemnification claim. The carrying values of the major classes of assets and liabilities included in assets and liabilities held for sale related to Trans Ova as of December 31, 2021, are as follows: December 31, Assets Cash and cash equivalents $ 6,497 Trade receivables, net 19,491 Inventory 12,935 Other current assets 1,265 Property, plant and equipment, net 25,716 Intangible assets, net 1,824 Goodwill 16,594 Right-of-use assets 910 Other noncurrent assets 252 Total assets held for sale $ 85,484 Liabilities Accounts payable $ 2,293 Accrued compensation and benefits 3,367 Other accrued liabilities 3,778 Deferred revenue 2,952 Current portion of long-term debt 350 Other current liabilities 111 Long-term debt, net of current portion 2,867 Other long-term liabilities 805 Total liabilities held for sale $ 16,523 The following table presents the financial results of discontinued operations related to Trans Ova for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product revenues $ 4,322 $ 6,743 $ 21,494 $ 20,153 Service revenues 7,880 11,485 49,657 48,916 Total revenues 12,202 18,228 71,151 69,069 Cost of products 4,163 7,010 18,634 17,895 Cost of services 4,352 6,988 22,701 21,400 Research and development 481 486 2,348 1,367 Selling, general and administrative 3,204 7,683 15,215 17,162 Total operating expenses 12,200 22,167 58,898 57,824 Operating income (loss) 2 (3,939) 12,253 11,245 Other income, net 319 434 1,139 1,133 Gain on divestiture 94,702 — 94,702 — Income (loss) before income taxes 95,023 (3,505) 108,094 12,378 Income tax (expense) benefit — — — — Income (loss) from discontinued operations $ 95,023 $ (3,505) $ 108,094 $ 12,378 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 Trans Ova that are included in the accompanying condensed consolidated statements of cash flows: Nine Months Ended 2022 2021 Adjustments to reconcile net income to net cash used in operating activities Depreciation and amortization $ 3,574 $ 4,268 Loss on disposal of assets 421 547 Stock-based compensation expense 9 272 Provision for credit losses 944 1,035 Cash flows from investing activities Purchases of property, plant and equipment (3,529) (2,731) Proceeds from sale of assets 594 1,425 MBP Titan 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 a primarily healthcare company advancing technologies and products that address complex healthcare challenges that the Company commenced in 2020. The assets, liabilities, and expenses related to the discontinued operations of MBP Titan are presented as discontinued operations in the accompanying condensed 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 condensed consolidated statement of operations for the nine months ended September 30, 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 condensed consolidated statement of operations for the nine months ended September 30, 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 which was recognized as revenue in the third quarter of 2022 upon acquiring control of these entities (See Notes 2, 4, 5 and 16), 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 condensed consolidated financial statements for all periods presented as a result of the Company's continuing involvement. There were no discontinued operations related to MBP Titan for the three and nine months ended September 30, 2022. The following table presents the financial results of discontinued operations related to MBP Titan for the three and nine months ended September 30, 2021: Three Months Ended Nine Months Ended 2021 2021 Operating gain 60 4,599 Operating gain 60 4,599 Gain from discontinued operations $ 60 $ 4,599 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 for the nine months ended September 30, 2021 that are included in the accompanying condensed consolidated statements of cash flows. Nine Months Ended 2021 Adjustments to reconcile net loss to net cash used in operating activities Gain on disposals of assets $ (464) Noncash gain on termination of leases (4,602) Cash flows from investing activities Proceeds from sales of assets 1,083 |
Investments in Joint Ventures
Investments in Joint Ventures | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Joint Ventures | Investments in Joint Ventures Intrexon Energy Partners In 2014, the Company and certain investors (the "IEP Investors"), including an affiliate of Third Security, LLC ("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 exclusive channel collaboration ("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%. 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. Intrexon Energy Partners is governed by the Intrexon Energy Partners Board, which has five members. Prior to Precigen’s purchase of certain membership interests from the IEP Investors in the third quarter of 2022 as discussed below and in Notes 3 and 16, two members of the Intrexon Energy Partners Board were designated by the Company and three members were designated by a majority of the IEP Investors. Upon accumulating 87.5% of the membership interests owned by the IEP Investors in the third quarter of 2022, the Company now has the right to designate all members of the Intrexon Energy Partners Board. The Company's investment in Intrexon Energy Partners was $(428) as of December 31, 2021, and is included in other accrued liabilities in the accompanying condensed consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners. See Notes 3 and 16 for additional discussion regarding the Company's investment in Intrexon Energy Partners. Intrexon Energy Partners II In 2015, the Company and certain investors (the "IEPII Investors"), 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%. 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. 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. Intrexon Energy Partners II is governed by the Intrexon Energy Partners II Board, which has five members. Prior to Precigen’s purchase of the membership interests from the IEPII Investors in the third quarter of 2022, one member of the Intrexon Energy Partners II Board was designated by the Company and four members were designated by a majority of the IEPII Investors. Upon acquisition of all of the membership interests owned by the IEPII Investors in the third quarter of 2022 (the Company purchased the remaining 2.9% membership units in the fourth quarter of 2022), the Company now has the right to designate all members of the Intrexon Energy Partners II Board. The Company's investment in Intrexon Energy Partners II was $(435) as of December 31, 2021, and is included in other accrued liabilities in the accompanying condensed consolidated balance sheets, which represents the Company's equity in losses for contractually committed contributions to Intrexon Energy Partners II. See Notes 3 and 16 for additional discussion regarding the Company's investment in Intrexon Energy Partners II. Acquisition of Membership Interests in Intrexon Energy Partners and Intrexon Energy Partners II As discussed in Note 16, under the Arbitration Matter (as defined in Note 16) the Company acquired certain membership interests in both Intrexon Energy Partners and Intrexon Energy Partners II in the third quarter of 2022 for an aggregate amount of approximately $7,000. The Company recorded the $7,000 payment as a reduction of the revenue that was recognized in the third quarter of 2022 (from deferred revenue – see Note 5) upon the Company obtaining control of Intrexon Energy Partners and Intrexon Energy Partners II. The fair value of the net assets of Intrexon Energy Partners and Intrexon Energy Partners II at the acquisition date is deemed to be substantially $0. |
Collaboration and Licensing Rev
Collaboration and Licensing Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration and Licensing Revenue | Collaboration and Licensing RevenueHistorically, the Company has derived collaboration and licensing revenue through agreements with counterparties for the development and commercialization of products enabled by the Company's technology platforms. These collaborations and licensing agreements may provide for multiple promises to be satisfied by the Company and typically include a license to the Company's technology platforms, participation in collaboration committees, and performance of certain research and development services. Based on the nature of the promises in the Company's collaboration and licensing agreements, the Company typically combines most of its promises into a single performance obligation because the promises are highly interrelated and not individually distinct. Options to acquire additional services are considered to determine if they constitute material rights. At contract inception, the transaction price is typically the upfront payment received and is allocated 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. The Company recognizes the reimbursement payments received for research and development efforts in the period when the services are performed, in connection with the single performance obligation discussed above. The reimbursements relate specifically to the Company's efforts to provide services, and the reimbursements are consistent with what the Company would typically charge other collaborators for similar services. The Company assesses the uncertainty of when and if any milestones will be achieved to determine whether the milestone is included in the transaction price. The Company then assesses whether the revenue is constrained based on whether it is probable that a significant reversal of revenue would not occur when the uncertainty is resolved. Royalties, including sales-based milestones, received under the agreements will be recognized as revenue when sales have occurred because the Company applies the sales- or usage-based royalties recognition exception provided for under ASC Topic 606. The Company determined the application of this exception is appropriate because at the time the royalties are generated, the technology license granted in the agreement is the predominant item to which the royalties relate. The Company determines whether collaborations and licensing agreements are individually significant for disclosure based on a number of factors, including total revenue recorded by the Company pursuant to collaboration and licensing agreements, collaborators or licensees with equity method investments, or other qualitative factors. Collaboration and licensing revenues generated from consolidated subsidiaries are eliminated in consolidation. Intrexon Energy Partners and Intrexon Energy Partners II Collaborations In July 2022, the Company obtained control of the Board of Managers of each of Intrexon Energy Partners and Intrexon Energy Partners II (as discussed in Notes 3, 4, and 16). Based on its assessment of the status of each collaboration, the Company determined that there was a substantial likelihood that no further performance obligations would occur under the respective collaboration agreements. Accordingly, the Company recognized the remaining balance of deferred revenue associated with Intrexon Energy Partners and Intrexon Energy Partners II, less the amounts paid to acquire the membership interests of the investors for an aggregate amount of approximately $7,000. The following table summarizes the amounts recorded as revenue in the condensed consolidated statements of operations for each significant counterparty to a collaboration or licensing agreement for the three and nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Intrexon Energy Partners, LLC $ 3,768 — $ 3,768 $ — Intrexon Energy Partners II, LLC 10,793 — 10,793 — Castle Creek Biosciences, Inc. — 18 — 371 Other — 4 — 18 Total (1) $ 14,561 $ 22 $ 14,561 $ 389 (1) Collaboration and licensing revenues recognized are associated with upfront and milestone payments which were previously deferred. Excluding the agreements with Intrexon Energy Partners and Intrexon Energy Partners II, there have been no significant changes to the agreements with our collaborators and licensees in the three and nine months ended September 30, 2022. Deferred Revenue Deferred revenue primarily consists of upfront and milestone consideration received for the Company's collaboration and licensing agreements. Revenue is recognized as services are performed. The arrangements classified as long-term (of which $0 and $21,205 was related to agreements with Intrexon Energy Partners and Intrexon Energy Partners II as of September 30, 2022 and December 31, 2021, respectively ) are not active while the respective counterparties evaluate the status of the project and its desired future development activities since the Company cannot reasonably estimate the amount of service to be performed over the next year. Deferred revenue consisted of the following: September 30, December 31, Collaboration and licensing agreements $ 1,818 $ 23,023 Prepaid product and service revenues 52 1,277 Other 24 213 Total $ 1,894 $ 24,513 Current portion of deferred revenue $ 76 $ 1,490 Long-term portion of deferred revenue 1,818 23,023 Total $ 1,894 $ 24,513 |
Short-term and Long-term Invest
Short-term and Long-term Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term and Long-term Investments | Short-term and Long-term Investments The Company's investments are classified as available-for-sale. The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of September 30, 2022: Amortized Gross Gross Aggregate U.S. government debt securities $ 63,400 $ — $ (1,236) $ 62,164 Certificates of deposit 96 — — 96 Total $ 63,496 $ — $ (1,236) $ 62,260 The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2021: Amortized Gross Gross Aggregate U.S. government debt securities $ 121,036 $ — $ (331) $ 120,705 Certificates of deposit 97 — — 97 Total $ 121,133 $ — $ (331) $ 120,802 The estimated fair value of available-for-sale investments classified by their contractual maturities as of September 30, 2022 was: Due within one year $ 62,260 After one year through two years — Total $ 62,260 Changes in market interest rates and bond yields cause certain investments to fall below their cost basis, resulting in unrealized losses on investments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amount of cash and cash equivalents, restricted cash, 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. Assets 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 September 30, 2022: Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs September 30, Assets U.S. government debt securities $ — $ 62,164 $ — $ 62,164 Certificates of deposit — 96 — 96 Total $ — $ 62,260 $ — $ 62,260 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 Significant Other Observable Inputs Significant Unobservable Inputs December 31, Assets U.S. government debt securities $ — $ 120,705 $ — $ 120,705 Certificates of deposit — 97 — 97 Total $ — $ 120,802 $ — $ 120,802 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. Liabilities The fair value of the 3.50% convertible senior notes due 2023 (the "Convertible Notes") (Note 11) was approximately $81,000 and $160,000 as of September 30, 2022 and December 31, 2021, respectively, and is based on the recent third-party trades of the instrument as of the balance sheet date. The fair value of the Convertible Notes is classified as Level 2 within the fair value hierarchy as there is not an active market for the Convertible Notes, however, third-party trades of the instrument are considered observable inputs. The Convertible Notes are reflected on the accompanying condensed consolidated balance sheets at amortized cost, which was $82,069 and $179,882 as of September 30, 2022 and December 31, 2021, respectively (see Note 2 regarding adoption of ASU 2020-06 on January 1, 2022). |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following: September 30, December 31, Supplies, embryos and other production materials $ 19 $ 23 Livestock 200 303 Total inventory $ 219 $ 326 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment consist of the following: September 30, December 31, Land and land improvements $ 164 $ 164 Buildings and building improvements 2,592 2,592 Furniture and fixtures 449 434 Equipment 17,694 16,812 Leasehold improvements 3,495 3,366 Breeding stock 117 36 Computer hardware and software 4,518 4,823 Construction and other assets in progress 1,240 1,829 30,269 30,056 Less: Accumulated depreciation and amortization (22,658) (21,457) Property, plant and equipment, net $ 7,611 $ 8,599 Depreciation expense was $564 and $735 for the three months ended September 30, 2022 and 2021, respectively, and $1,833 and $2,184 for the nine months ended September 30, 2022 and 2021, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were as follows: Balance at December 31, 2021 $ 37,554 Impairment (482) Foreign currency translation adjustments (359) Balance at September 30, 2022 $ 36,713 The Company recorded $482 of goodwill impairment related to the total goodwill assigned to one reporting unit within the biopharmaceutical segment during the first quarter of 2022. The Company had $14,483 and $14,001 of cumulative impairment losses as of September 30, 2022 and December 31, 2021, respectively. Intangible assets consist of the following as of September 30, 2022: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 75,129 $ (32,713) $ 42,416 Customer relationships 1,600 (1,600) — Trademarks 200 (200) — Total $ 76,929 $ (34,513) $ 42,416 Intangible assets consist of the following as of December 31, 2021: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 85,173 $ (32,882) $ 52,291 Customer relationships 1,600 (1,600) — Trademarks 200 (200) — Total $ 86,973 $ (34,682) $ 52,291 Amortization expense was $1,151 and $1,315 for the three months ended September 30, 2022 and 2021, respectively, and $3,637 and $3,990 for the nine months ended September 30, 2022 and 2021, respectively. |
Lines of Credit and Long-Term D
Lines of Credit and Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Lines of Credit and Long-Term Debt | Lines of Credit and Long-Term Debt Lines of Credit Exemplar has a $700 revolving line of credit with American State Bank that matured on October 31, 2022, and is currently being renegotiated with the bank. As of September 30, 2022, the line of credit bore interest at a stated rate of 4.00% per annum. As of September 30, 2022 and December 31, 2021, there was no outstanding balance. Long-Term Debt Long-term debt consists of the following: September 30, December 31, Convertible debt (1) $ 82,069 $ 179,882 Other — 52 Long-term debt 82,069 179,934 Less current portion 82,069 52 Long-term debt, less current portion $ — $ 179,882 (1) See Note 2 regarding adoption of ASU 2020-06 as of January 1, 2022. Convertible Debt Precigen Convertible Notes In July 2018, Precigen completed a registered underwritten public offering of $200,000 aggregate principal amount of Convertible Notes and issued the Convertible Notes under an indenture (the "Base Indenture") between Precigen and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture (together with the Base Indenture, the "Indenture"). Precigen received net proceeds of $193,958 after deducting underwriting discounts and offering expenses of $6,042. The Convertible Notes are senior unsecured obligations of Precigen and bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 1 and July 1 of each year beginning on January 1, 2019. The Convertible Notes mature on July 1, 2023 and are repayable in cash, unless earlier repurchased or converted. Upon conversion by the holders, the Convertible Notes are convertible into cash, shares of Precigen's common stock or a combination of cash and shares, at Precigen's election. The initial conversion rate of the Convertible Notes is 58.6622 shares of Precigen common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $17.05 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date as defined in the Indenture, Precigen will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event in certain circumstances. Prior to April 1, 2023, the holders may convert the Convertible Notes at their option only upon the satisfaction of the following circumstances: • During any calendar quarter commencing after the calendar quarter ended on September 30, 2018, if the last reported sales price of Precigen's common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • During the five business day period after any five consecutive trading day period in which the trading price, as defined in the Indenture, for the Convertible Notes is less than 98% of the product of the last reported sales price of Precigen's common stock and the conversion rate for the Convertible Notes on each such trading day; or • Upon the occurrence of specified corporate events as defined in the Indenture. None of the above events allowing for conversion prior to April 1, 2023 occurred during the three or nine months ended September 30, 2022. On or after April 1, 2023 until June 30, 2023, holders may convert their Convertible Notes at any time. The Convertible Notes do not allow Precigen to call the debt prior to the maturity date. If Precigen undergoes a fundamental change, as defined in the Indenture, holders of the Convertible Notes may require Precigen to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Indenture contains customary events of default, as defined in the agreement, and, if any of the events occur, could require repayment of a portion or all of the Convertible Notes, including accrued and unpaid interest. Additionally, the Indenture provides that Precigen shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to, another entity, unless (i) the surviving entity is organized under the laws of the United States and such entity expressly assumes all of Precigen's obligations under the Convertible Notes and the Indenture; and (ii) immediately after such transaction, no default or event of default has occurred and is continuing under the Indenture. 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. 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 described in Note 2, the Company adopted ASU 2020-06 on January 1, 2022. Pursuant to ASU 2020-06, the equity components of the Convertible Notes separated from the debt components as required under the cash conversion model is required to be recombined into the Convertible Notes as a single instrument upon the adoption of ASU 2020-06. The Convertible Notes shall be accounted for as if the conversion option had not been separated. As the Company elected the modified retrospective approach, the difference between the accounting under the cash conversion model and new model after the adoption of ASU 2020-06 (i.e., the single debt instrument with no separation) was recorded as an adjustment on the adoption date (i.e., January 1, 2022) through accumulated deficit. Tax accounting consequences of the adoption also required the reversal of the previously reported deferred tax benefit on the date of adoption. Adoption of ASU 2020-06 resulted in an increase to long-term debt outstanding, net of current portion, of $18,196, a decrease to additional paid-in capital of $36,868, and a decrease to accumulated deficit of $18,672. Interest expense recognized on the convertible notes in future periods will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. As discussed in Note 3, in connection with the sale of Trans Ova, the Company transferred a total of $200,000 into a segregated account to be used for certain permitted purposes, including resolution of the Company's outstanding Convertibles Notes. During and subsequent to the quarter ended September 30, 2022, the Company executed open market purchases of a portion of the outstanding Convertible Notes. During the three months ended September 30, 2022, the Company successfully retired $117,560 of principal balance from these purchases and recorded a gain on extinguishment of debt of approximately $853, which was recorded within Other income (expense), net, within the condensed consolidated statements of operations. As of September 30, 2022, $82,443 remained in the segregated account noted above for permitted purposes including the resolution of the Company's outstanding Convertible Notes. Additionally, in October and November 2022, the Company completed additional purchases, retiring an additional principal balance totaling $26,400. As of September 30, 2022, the outstanding principal balance on the Convertible Notes was $82,440 and their carrying value was $82,069. The effective interest rate on the Convertible Notes, including amortization of the long-term debt discount and debt issuance costs, is 4.25%. As of September 30, 2022, the unamortized debt discount and debt issuance costs related to the Convertible Notes totaled $371. The components of interest expense related to the Convertible Notes were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cash interest expense $ 1,697 $ 1,750 $ 5,197 $ 5,250 Non-cash interest expense 338 3,011 934 8,641 Total interest expense $ 2,035 $ 4,761 $ 6,131 $ 13,891 Accrued interest of $721 is included in other accrued liabilities on the accompanying condensed consolidated balance sheet as of September 30, 2022. Future Maturities The Convertible Notes mature on July 1, 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Tax provisions for interim periods are calculated using an estimate of actual taxable income or loss for the respective period, rather than estimating the Company's annual effective income tax rate, as the Company is currently unable to reliably estimate its income for the full year. The Company has U.S. taxable income, prior to utilization of net operating losses, of approximately $44,300 for the three months ended September 30, 2022, and had U.S taxable loss of approximately $24,700 for the three months ended September 30, 2021. The Company has U.S. taxable income, prior to utilization of net operating losses, of $38,000 for the nine months ended September 30, 2022 and had U.S. taxable losses of $82,200 for the nine months ended September 30, 2021. The following table presents the components of income tax benefit from continuing operations. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Current foreign income tax expense (benefit) from continuing operations $ — $ — $ (35) $ 7 Deferred income tax benefit from continuing operations (50) (61) (162) (180) Total income tax benefit from continuing operations $ (50) $ (61) $ (197) $ (173) The Company's net deferred tax assets are offset by a valuation allowance due to the Company's history of net losses combined with an inability to confirm recovery of the tax benefits of the Company's losses and other net deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. As of September 30, 2022, the Company had net operating loss carryforwards for U.S. federal income tax purposes of approximately $818,000 available to offset future taxable income, including approximately $603,000 generated after 2017, U.S. capital loss carryforwards of approximately $212,500, and federal and state research and development tax credits of approximately $11,700, prior to consideration of annual limitations that may be imposed under Section 382 of the Internal Revenue Code of 1986, as amended. Net operating loss carryforwards generated prior to 2018 have begun to expire in 2022, and capital loss carryforwards will expire if unutilized beginning in 2024. As of September 30, 2022, the Company's foreign subsidiaries have foreign loss carryforwards of approximately $64,200, most of which do not expire. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Issuances of Precigen Common Stock 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 of capitalized offering expenses. See Note 11 for discussion regarding conversion features of the convertible notes. Share Lending Agreement Concurrently with the offering of the Convertible Notes (Note 11), Precigen entered into a share lending agreement (the "Share Lending Agreement") with J.P. Morgan Securities LLC (the "Share Borrower") pursuant to which Precigen loaned and delivered 7,479,431 shares of its common stock (the "Borrowed Shares") to the Share Borrower. The Share Lending Agreement will terminate, and the Borrowed Shares will be returned to Precigen within five The Share Lending Agreement was entered into at fair value and met the requirements for equity classification. Therefore, the value is netted against the issuance of the Borrowed Shares in additional paid-in capital. Additionally, the Borrowed Shares are not included in the denominator for loss per share attributable to Precigen shareholders unless the Share Borrower defaults on the Share Lending Agreement. At-the-Market Sales Agreement On August 9, 2022, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may issue and sell from time to time shares of the Company’s common stock, no par value per share (the “Shares”), through the Agent. The offering and sale of up to $100,000 of the Shares has been registered under the Securities Act of 1933. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Company intends to use the proceeds of any sales to fund the development of clinical and preclinical product candidates and for working capital and other general corporate purposes. No Shares were sold in connection with the Sales Agreement during the three months ended September 30, 2022. Components of Accumulated Other Comprehensive (Loss) Income The components of accumulated other comprehensive (loss) income are as follows: September 30, December 31, Unrealized loss on investments $ (1,236) $ (331) Income (loss) on foreign currency translation adjustments (5,945) 534 Total accumulated other comprehensive (loss) income $ (7,181) $ 203 |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payments | Share-Based Payments The Company measures the fair value of stock options and restricted stock units ("RSUs") issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees is recognized over the requisite service period, which is typically the vesting period. Stock-based compensation costs included in the condensed consolidated statements of operations are presented below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of products $ 7 $ 8 $ 22 $ 23 Cost of services 15 25 63 103 Research and development 524 549 1,658 2,159 Selling, general and administrative 1,638 1,840 6,244 8,905 Discontinued operations (59) 68 9 272 Total $ 2,125 $ 2,490 $ 7,996 $ 11,462 Precigen Stock Option Plans In April 2008, Precigen adopted the 2008 Equity Incentive Plan (the "2008 Plan") for employees and nonemployees pursuant to which Precigen's board of directors granted share-based awards, including stock options, to officers, key employees and nonemployees. Upon the effectiveness of the 2013 Omnibus Incentive Plan (the "2013 Plan"), no new awards may be granted under the 2008 Plan. As of September 30, 2022, there were 14,843 stock options outstanding under the 2008 Plan. Precigen adopted the 2013 Plan for employees and nonemployees pursuant to which Precigen's board of directors may grant share-based awards, including stock options and shares of common stock, to employees, officers, consultants, advisors, and nonemployee directors. The 2013 Plan became effective in August 2013, and as of September 30, 2022, there were 37,000,000 shares authorized for issuance under the 2013 Plan, of which 13,404,135 stock options and 82,055 RSUs were outstanding and 12,833,550 shares were available for grant. In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers (the "2019 Plan"), which became effective upon shareholder approval in June 2019. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members. As of September 30, 2022, there were 12,000,000 shares authorized for issuance under the 2019 Plan, of which 1,898,208 stock options and 615,760 RSUs were outstanding and 7,243,025 shares were available for grant. Stock option activity was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2021 12,260,187 $ 14.06 6.79 Granted 4,322,890 2.23 Exercised (375) 2.28 Forfeited (544,928) 5.21 Expired (720,588) 23.44 Balances at September 30, 2022 15,317,186 10.60 7.28 Exercisable at September 30, 2022 8,715,518 13.77 5.84 RSU activity was as follows: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2021 468,481 $ 8.47 0.33 Granted 1,387,831 2.12 Vested (1,125,785) 4.29 Forfeited (32,712) 7.26 Balances at September 30, 2022 697,815 2.66 0.38 Precigen currently uses authorized and unissued shares to satisfy share award exercises. 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. 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; (ii) an annual grant of fully vested stock options having a grant date fair value of $250; and (iii) an annual grant of RSUs having a grant date fair value of $250 vesting over one year. 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. Expense associated with the arrangements above is included in selling, general, and administrative expenses in the Company's condensed consolidated statements of operations and totaled $63 and $76 for the three months ended September 30, 2022 and 2021, respectively, and $558 and $585 for the nine months ended September 30, 2022 and 2021, respectively. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Operating Leases | Operating LeasesThe Company leases certain facilities and equipment under operating leases. 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. All other leases have remaining terms of one The components of lease costs were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Operating lease costs $ 600 $ 770 $ 1,840 $ 2,290 Short-term lease costs 53 48 155 141 Variable lease costs 84 185 308 623 Lease costs $ 737 $ 1,003 $ 2,303 $ 3,054 As of September 30, 2022, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows: 2022 $ 449 2023 2,084 2024 2,165 2025 2,129 2026 1,637 2027 1,246 Thereafter 3,109 Total 12,819 Present value adjustment (3,839) Total $ 8,980 Current portion of operating lease liabilities $ 1,041 Long-term portion of operating lease liabilities 7,939 Total $ 8,980 Other information related to operating leases in continuing operations was as follows: September 30, December 31, Weighted average remaining lease term (years) 6.15 6.72 Weighted average discount rate 11.06 % 10.94 % Nine Months Ended 2022 2021 Supplemental disclosure of cash flow information Cash paid for operating lease liabilities $ 1,877 $ 2,610 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 466 4,868 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies In September 2020, the Company reached a final settlement with the Securities and Exchange Commission ("SEC") with respect to an investigation concerning the Company's disclosures regarding its MBP program in the first three quarters of 2017. In October 2020, several 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. The plaintiffs' claims challenged disclosures about the MBP program from May 10, 2017 to March 1, 2019. In March 2021, the court granted an order consolidating the claims and, in April 2021, appointed a lead plaintiff and lead counsel in the case, captioned In re Precigen Securities Litigation, Case No. 5:20-cv-06936- BLF (N.D. Cal.). In May 2021, the lead plaintiff filed an amended complaint. The defendants moved to dismiss that complaint. 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. On September 27, 2021, the lead plaintiff filed a second amended complaint, which the defendants moved to dismiss. On May 31, 2022, the court granted the motion, dismissing the second amended complaint with leave to amend. On August 1, 2022, the lead plaintiff filed a third amended complaint. On August 2, 2022, the Court granted the parties’ stipulated request to vacate all case deadlines to permit the parties to conduct a private mediation session to explore potential resolution of the action. In the event that litigation resumes, the defendants intend to move to dismiss the third amended complaint. In December 2020, a derivative shareholder action, captioned Edward D. Wright, derivatively on behalf of Precigen, Inc. F/K/A Intrexon Corp. v. Alvarez et al , was filed in the Circuit Court for Fairfax County in Virginia on behalf of Precigen, Inc. 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. The case was stayed by an order entered on June 14, 2021. On September 24, 2021, an individual shareholder filed a lawsuit in the Circuit Court for Henrico County styled Kent v. Precigen, Inc. , Case CL21-6349. The Kent action demands inspection of certain books and records of the Company pursuant to Virginia statutory and common law. On April 1, 2022, the court denied the demurrer and referred the matter to a hearing on the merits. The Company is evaluating how best to proceed. The Company intends to defend the lawsuits vigorously; however, there can be no assurances regarding the ultimate outcome of these lawsuits. 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. The Company has had, and has, disagreements and disputes with certain collaborators and JV partners, including the IEP Investors and the IEPII Investors. 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 has fully reserved the amount of any disputed accounts receivable that remained outstanding. 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, referring 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 (the “Arbitration Matters”). In July 2022, the arbitration panel ruled on the Arbitration Matters, and adopted the Company’s proposed terms with respect to each of the Arbitration Matters and, pursuant to that ruling, the Company acquired the membership interests of the investors for an aggregate amount of approximately $7,000 in cash. See Notes 4 and 5 for additional discussion of the accounting for the acquisition of the membership interests. In the course of its business, the Company is involved in litigation or legal matters, including governmental investigations. Such matters may result in adverse judgments, unfavorable settlements, or concessions by the Company, or adverse regulatory action, any of which could harm the Company’s business or operations. Moreover, such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of September 30, 2022, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Third Security and Affiliates The Company's Executive Chairman is also the Senior Managing Director and Chairman of Third Security and owns 100% of the equity interests of Third Security. The Company had an agreement with Third Security under which the Company reimbursed Third Security for certain tax-related services performed by Third Security as requested by the Company. The Company also reimburses Third Security for certain out-of-pocket expenses incurred on the Company's behalf. The agreement with Third Security expired on December 31, 2021. As the Company evaluates its alternatives, it continues to utilize these services on a limited basis under the terms of the original agreement. The total expenses incurred by the Company under these arrangements were $43 for the three months ended September 30, 2021, and $25 and $89 for the nine months ended September 30, 2022 and 2021, respectively. See also Note 14 regarding compensation arrangements between the Company and its Executive Chairman. Through November 2021, the Company also subleased certain administrative offices to Third Security. The significant terms of the lease mirrored the terms of the Company's lease with the landlord, and the Company recorded sublease income of $21 for the three months ended September 30, 2021, and $61 for the nine months ended September 30, 2021. See Note 13 regarding additional transactions with affiliates of Third Security. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company's CODM assesses the operating performance of and allocates resources for several operating segments using Segment Adjusted EBITDA as a basis. 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. 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 gain (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. 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. The Company has also disclosed revenues from external customers and intersegment revenues for each reportable segment. Corporate expenses are not allocated to the segments and are managed at a consolidated level. The CODM does not use total assets by segment to evaluate segment performance or allocate resources, and accordingly, these amounts are not required to be disclosed. The Company's segment presentation excludes amounts related to the operations of Trans Ova and MBP Titan which are reported as discontinued operations (Note 3). For the three and nine months ended September 30, 2022, the Company's reportable segments were (i) Biopharmaceuticals and (ii) Exemplar. These identified reportable segments met the quantitative thresholds to be reported separately for the nine months ended September 30, 2022. See Note 2 for a description of the Biopharmaceuticals segment. See Note 1 for a description of the Exemplar segment. Segment Adjusted EBITDA by reportable segment was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Biopharmaceuticals $ (12,417) $ (12,661) $ (35,286) $ (34,055) Exemplar 346 1,617 4,699 5,312 Segment Adjusted EBITDA for reportable segments $ (12,071) $ (11,044) $ (30,587) $ (28,743) The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Segment Adjusted EBITDA for reportable segments $ (12,071) $ (11,044) $ (30,587) $ (28,743) Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates 641 1,138 1,309 1,673 Add recognition of previously deferred revenue associated with upfront and milestone payments 14,561 1,163 16,007 1,849 Other expenses: Interest expense (2,036) (4,765) (6,137) (13,902) Depreciation and amortization (1,717) (2,029) (5,470) (6,174) Gain on disposals of assets — (13) — (6) Impairment losses — — (1,120) (543) Stock-based compensation expense (2,184) (2,422) (7,987) (11,767) Adjustment related to accrued bonuses paid in equity awards — — 1,698 — Equity in net gain (loss) of affiliates 862 — 861 (3) Other — (5) (105) (19) Unallocated corporate costs (5,744) (7,166) (24,718) (24,835) Eliminations (6) (1,237) (1,549) (1,812) Consolidated net loss from continuing operations before income taxes $ (7,694) $ (26,380) $ (57,798) $ (84,282) Revenues by reportable segment were as follows: Three Months Ended September 30, 2022 Biopharmaceuticals Exemplar Total Revenues from external customers $ 14,624 $ 2,098 $ 16,722 Intersegment revenues — — — Total segment revenues $ 14,624 $ 2,098 $ 16,722 Three Months Ended September 30, 2021 Biopharmaceuticals Exemplar Total Revenues from external customers $ 129 $ 3,204 $ 3,333 Intersegment revenues 1,141 — 1,141 Total segment revenues $ 1,270 $ 3,204 $ 4,474 Nine Months Ended September 30, 2022 Biopharmaceuticals Exemplar Total Revenues from external customers $ 14,778 $ 10,368 $ 25,146 Intersegment revenues 1,446 — 1,446 Total segment revenues $ 16,224 $ 10,368 $ 26,592 Nine Months Ended September 30, 2021 Biopharmaceuticals Exemplar Total Revenues from external customers $ 723 $ 9,860 $ 10,583 Intersegment revenues 1,469 — 1,469 Total segment revenues $ 2,192 $ 9,860 $ 12,052 The table below reconciles total segment revenues from reportable segments to total consolidated revenues: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Total segment revenues from reportable segments $ 16,722 $ 4,474 $ 26,592 $ 12,052 Elimination of intersegment revenues — (1,141) (1,446) (1,469) Total consolidated revenues $ 16,722 $ 3,333 $ 25,146 $ 10,583 For the three months ended September 30, 2022 and 2021, 41.1% and 75.6%, respectively, of total consolidated revenue was attributable to one and two customers, respectively, in the Exemplar segment. For the nine months ended September 30, 2022 and 2021, 62.4% and 60.7%, respectively, of total consolidated revenue was attributable to one customer in the Exemplar segment. As of September 30, 2022 and December 31, 2021, the Company had $3,122 and $4,463, respectively, of long-lived assets in foreign countries. The Company recognized revenues derived in foreign countries totaling $63 and $93 for the three months ended September 30, 2022 and 2021, respectively, and $217 and $296 for the nine months ended September 30, 2022 and 2021, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in the Company's annual financial statements have been condensed or omitted. These condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for fair statement of the Company's financial position as of September 30, 2022 and results of operations and cash flows for the periods ended September 30, 2022 and 2021. The year-end condensed consolidated balance sheet data was derived from the Company's audited financial statements but does not include all disclosures required by U.S. GAAP. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with |
Consolidation | The accompanying condensed consolidated financial statements reflect the operations of Precigen and its subsidiaries. All intercompany accounts and transactions have been eliminated. Liquidity and Going Concern During the nine months ended September 30, 2022, the Company incurred a loss from continuing operations of $57,601 and used $49,649 of cash in its operations, and as of September 30, 2022, had an accumulated deficit of $1,846,391. The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows from operations 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. In addition, as of September 30, 2022, the Company had $153,770 in cash, cash equivalents, short-term investments, and restricted cash, and had no committed source of additional funding from either debt or equity financings, although the Company may, in its discretion, sell equity securities under the terms of the at-the-market sales agreement (See Note 13), subject to certain conditions and limitations. Given the Company’s current cash position and forecasted negative cash flows from operating activities for the foreseeable future, as well as convertible notes with a face value of $82,440 that are due on July 1, 2023 (See Note 11), management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to fund its operations on an ongoing basis is dependent upon the successful execution of management’s plans, which include raising additional capital in the near term. This additional capital could be raised through a combination of non-dilutive financings (including collaborations, strategic alliances, monetization of non-core assets, marketing, distribution or licensing arrangements), dilutive financings (including equity and/or debt financings) and, in the longer term, from revenue related to product sales, to the extent its product candidates receive marketing approval and can be commercialized. There can be no assurance that new financings or other transactions will be available to the Company on commercially acceptable terms, or at all. Also, any collaborations, strategic alliances, monetization of non-core assets or marketing, distribution or licensing arrangement may require the Company to give up some or all of its rights to a product or technology, which in some cases may be at less than the full potential value of such rights. If the Company is unable to obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the scope of, or eliminate some or all of its operations, which may include research and development and clinical trials. This may have a material adverse effect on the Company’s business, financial condition, results of operations and ability to operate as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern. |
Equity Method Investments | Equity Method InvestmentsThe Company accounts for its investments in each of its joint ventures ("JVs") using the equity method of accounting based upon relative ownership interest. |
Variable Interest Entities | Variable Interest EntitiesAs of December 31, 2021 and through July 2022, the Company determined that its JVs were variable interest entities ("VIEs"). 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. |
Net Loss Per Share | Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, using the treasury-stock method. 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 to loss from continuing operations and, therefore, basic and diluted net loss per share were the same for all periods presented. |
Segment Information | Segment Information The Company's chief operating decision maker ("CODM") regularly reviews disaggregated financial information for various operating segments. The financial information regularly reviewed by the CODM and the operating segments, which were determined to be operating and reportable segments, are (i) Biopharmaceuticals and (ii) Exemplar. The Biopharmaceuticals reportable segment is primarily comprised of the Company's legal entities of PGEN Therapeutics and ActoBio. See Note 1 for a description of PGEN Therapeutics, ActoBio, and Exemplar. 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, business development, and investor relations functions. 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. The Company's segment presentation excludes amounts related to the operations of Trans Ova and MBP Titan which are reported as discontinued operations (Note 3). See Note 18 for further discussion of the Company's segments. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Recently Issued and Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06" ) . Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition method, which resulted in an increase to our reported long-term debt outstanding, net of current portion, of $18,196, a decrease to our additional paid-in capital of $36,868, and a corresponding cumulative-effect reduction to our opening accumulated deficit of $18,672. The adoption of ASU 2020-06 is expected to reduce non-cash interest expense related to existing convertible debt outstanding by approximately $11,800 for the year ending December 31, 2022, and did not have an impact on our consolidated cash flows. The use of the if-converted method did not have an impact on our overall earnings per share calculation. Recently Issued Accounting Pronouncements Not Yet Adopted There are no accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | The following potentially dilutive securities as of September 30, 2022 and 2021, have been excluded from the above computations of diluted weighted average shares outstanding for the three and nine months then ended as they would have been anti-dilutive: September 30, 2022 2021 Convertible debt 4,836,112 11,732,440 Options 15,317,186 12,249,109 Restricted stock units 697,815 468,481 Warrants 121,888 121,888 Total 20,973,001 24,571,918 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The carrying values of the major classes of assets and liabilities included in assets and liabilities held for sale related to Trans Ova as of December 31, 2021, are as follows: December 31, Assets Cash and cash equivalents $ 6,497 Trade receivables, net 19,491 Inventory 12,935 Other current assets 1,265 Property, plant and equipment, net 25,716 Intangible assets, net 1,824 Goodwill 16,594 Right-of-use assets 910 Other noncurrent assets 252 Total assets held for sale $ 85,484 Liabilities Accounts payable $ 2,293 Accrued compensation and benefits 3,367 Other accrued liabilities 3,778 Deferred revenue 2,952 Current portion of long-term debt 350 Other current liabilities 111 Long-term debt, net of current portion 2,867 Other long-term liabilities 805 Total liabilities held for sale $ 16,523 The following table presents the financial results of discontinued operations related to Trans Ova for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product revenues $ 4,322 $ 6,743 $ 21,494 $ 20,153 Service revenues 7,880 11,485 49,657 48,916 Total revenues 12,202 18,228 71,151 69,069 Cost of products 4,163 7,010 18,634 17,895 Cost of services 4,352 6,988 22,701 21,400 Research and development 481 486 2,348 1,367 Selling, general and administrative 3,204 7,683 15,215 17,162 Total operating expenses 12,200 22,167 58,898 57,824 Operating income (loss) 2 (3,939) 12,253 11,245 Other income, net 319 434 1,139 1,133 Gain on divestiture 94,702 — 94,702 — Income (loss) before income taxes 95,023 (3,505) 108,094 12,378 Income tax (expense) benefit — — — — Income (loss) from discontinued operations $ 95,023 $ (3,505) $ 108,094 $ 12,378 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 Trans Ova that are included in the accompanying condensed consolidated statements of cash flows: Nine Months Ended 2022 2021 Adjustments to reconcile net income to net cash used in operating activities Depreciation and amortization $ 3,574 $ 4,268 Loss on disposal of assets 421 547 Stock-based compensation expense 9 272 Provision for credit losses 944 1,035 Cash flows from investing activities Purchases of property, plant and equipment (3,529) (2,731) Proceeds from sale of assets 594 1,425 Three Months Ended Nine Months Ended 2021 2021 Operating gain 60 4,599 Operating gain 60 4,599 Gain from discontinued operations $ 60 $ 4,599 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 for the nine months ended September 30, 2021 that are included in the accompanying condensed consolidated statements of cash flows. Nine Months Ended 2021 Adjustments to reconcile net loss to net cash used in operating activities Gain on disposals of assets $ (464) Noncash gain on termination of leases (4,602) Cash flows from investing activities Proceeds from sales of assets 1,083 |
Collaboration and Licensing R_2
Collaboration and Licensing Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summarized Collaboration and Licensing Revenues | The following table summarizes the amounts recorded as revenue in the condensed consolidated statements of operations for each significant counterparty to a collaboration or licensing agreement for the three and nine months ended September 30, 2022 and 2021. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Intrexon Energy Partners, LLC $ 3,768 — $ 3,768 $ — Intrexon Energy Partners II, LLC 10,793 — 10,793 — Castle Creek Biosciences, Inc. — 18 — 371 Other — 4 — 18 Total (1) $ 14,561 $ 22 $ 14,561 $ 389 (1) Collaboration and licensing revenues recognized are associated with upfront and milestone payments which were previously deferred. |
Summary of Deferred Revenue | Deferred revenue consisted of the following: September 30, December 31, Collaboration and licensing agreements $ 1,818 $ 23,023 Prepaid product and service revenues 52 1,277 Other 24 213 Total $ 1,894 $ 24,513 Current portion of deferred revenue $ 76 $ 1,490 Long-term portion of deferred revenue 1,818 23,023 Total $ 1,894 $ 24,513 |
Summary of Deferred Revenue by Collaborator |
Short-term and Long-term Inve_2
Short-term and Long-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Short-term and Long-term Investments | The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of September 30, 2022: Amortized Gross Gross Aggregate U.S. government debt securities $ 63,400 $ — $ (1,236) $ 62,164 Certificates of deposit 96 — — 96 Total $ 63,496 $ — $ (1,236) $ 62,260 The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2021: Amortized Gross Gross Aggregate U.S. government debt securities $ 121,036 $ — $ (331) $ 120,705 Certificates of deposit 97 — — 97 Total $ 121,133 $ — $ (331) $ 120,802 |
Contractual Obligation, Fiscal Year Maturity | The estimated fair value of available-for-sale investments classified by their contractual maturities as of September 30, 2022 was: Due within one year $ 62,260 After one year through two years — Total $ 62,260 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Placement in the Fair Value Hierarchy of Financial Assets that are Measured at Fair Value on a Recurring Basis | 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 September 30, 2022: Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs September 30, Assets U.S. government debt securities $ — $ 62,164 $ — $ 62,164 Certificates of deposit — 96 — 96 Total $ — $ 62,260 $ — $ 62,260 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 Significant Other Observable Inputs Significant Unobservable Inputs December 31, Assets U.S. government debt securities $ — $ 120,705 $ — $ 120,705 Certificates of deposit — 97 — 97 Total $ — $ 120,802 $ — $ 120,802 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: September 30, December 31, Supplies, embryos and other production materials $ 19 $ 23 Livestock 200 303 Total inventory $ 219 $ 326 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: September 30, December 31, Land and land improvements $ 164 $ 164 Buildings and building improvements 2,592 2,592 Furniture and fixtures 449 434 Equipment 17,694 16,812 Leasehold improvements 3,495 3,366 Breeding stock 117 36 Computer hardware and software 4,518 4,823 Construction and other assets in progress 1,240 1,829 30,269 30,056 Less: Accumulated depreciation and amortization (22,658) (21,457) Property, plant and equipment, net $ 7,611 $ 8,599 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were as follows: Balance at December 31, 2021 $ 37,554 Impairment (482) Foreign currency translation adjustments (359) Balance at September 30, 2022 $ 36,713 |
Schedule of Intangible Assets | Intangible assets consist of the following as of September 30, 2022: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 75,129 $ (32,713) $ 42,416 Customer relationships 1,600 (1,600) — Trademarks 200 (200) — Total $ 76,929 $ (34,513) $ 42,416 Intangible assets consist of the following as of December 31, 2021: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 85,173 $ (32,882) $ 52,291 Customer relationships 1,600 (1,600) — Trademarks 200 (200) — Total $ 86,973 $ (34,682) $ 52,291 |
Lines of Credit and Long-Term_2
Lines of Credit and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | Long-term debt consists of the following: September 30, December 31, Convertible debt (1) $ 82,069 $ 179,882 Other — 52 Long-term debt 82,069 179,934 Less current portion 82,069 52 Long-term debt, less current portion $ — $ 179,882 (1) See Note 2 regarding adoption of ASU 2020-06 as of January 1, 2022. |
Schedule of Components of Interest Expense | The components of interest expense related to the Convertible Notes were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cash interest expense $ 1,697 $ 1,750 $ 5,197 $ 5,250 Non-cash interest expense 338 3,011 934 8,641 Total interest expense $ 2,035 $ 4,761 $ 6,131 $ 13,891 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the components of income tax benefit from continuing operations. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Current foreign income tax expense (benefit) from continuing operations $ — $ — $ (35) $ 7 Deferred income tax benefit from continuing operations (50) (61) (162) (180) Total income tax benefit from continuing operations $ (50) $ (61) $ (197) $ (173) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income | The components of accumulated other comprehensive (loss) income are as follows: September 30, December 31, Unrealized loss on investments $ (1,236) $ (331) Income (loss) on foreign currency translation adjustments (5,945) 534 Total accumulated other comprehensive (loss) income $ (7,181) $ 203 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Costs | Stock-based compensation costs included in the condensed consolidated statements of operations are presented below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of products $ 7 $ 8 $ 22 $ 23 Cost of services 15 25 63 103 Research and development 524 549 1,658 2,159 Selling, general and administrative 1,638 1,840 6,244 8,905 Discontinued operations (59) 68 9 272 Total $ 2,125 $ 2,490 $ 7,996 $ 11,462 |
Schedule of Stock Option Activity | Stock option activity was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2021 12,260,187 $ 14.06 6.79 Granted 4,322,890 2.23 Exercised (375) 2.28 Forfeited (544,928) 5.21 Expired (720,588) 23.44 Balances at September 30, 2022 15,317,186 10.60 7.28 Exercisable at September 30, 2022 8,715,518 13.77 5.84 |
Schedule of Restricted Stock Unit Activity | RSU activity was as follows: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Balances at December 31, 2021 468,481 $ 8.47 0.33 Granted 1,387,831 2.12 Vested (1,125,785) 4.29 Forfeited (32,712) 7.26 Balances at September 30, 2022 697,815 2.66 0.38 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Costs | The components of lease costs were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Operating lease costs $ 600 $ 770 $ 1,840 $ 2,290 Short-term lease costs 53 48 155 141 Variable lease costs 84 185 308 623 Lease costs $ 737 $ 1,003 $ 2,303 $ 3,054 Other information related to operating leases in continuing operations was as follows: September 30, December 31, Weighted average remaining lease term (years) 6.15 6.72 Weighted average discount rate 11.06 % 10.94 % Nine Months Ended 2022 2021 Supplemental disclosure of cash flow information Cash paid for operating lease liabilities $ 1,877 $ 2,610 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 466 4,868 |
Maturities of Lease Liabilities | As of September 30, 2022, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows: 2022 $ 449 2023 2,084 2024 2,165 2025 2,129 2026 1,637 2027 1,246 Thereafter 3,109 Total 12,819 Present value adjustment (3,839) Total $ 8,980 Current portion of operating lease liabilities $ 1,041 Long-term portion of operating lease liabilities 7,939 Total $ 8,980 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Information by Reportable Segment | Segment Adjusted EBITDA by reportable segment was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Biopharmaceuticals $ (12,417) $ (12,661) $ (35,286) $ (34,055) Exemplar 346 1,617 4,699 5,312 Segment Adjusted EBITDA for reportable segments $ (12,071) $ (11,044) $ (30,587) $ (28,743) Revenues by reportable segment were as follows: Three Months Ended September 30, 2022 Biopharmaceuticals Exemplar Total Revenues from external customers $ 14,624 $ 2,098 $ 16,722 Intersegment revenues — — — Total segment revenues $ 14,624 $ 2,098 $ 16,722 Three Months Ended September 30, 2021 Biopharmaceuticals Exemplar Total Revenues from external customers $ 129 $ 3,204 $ 3,333 Intersegment revenues 1,141 — 1,141 Total segment revenues $ 1,270 $ 3,204 $ 4,474 Nine Months Ended September 30, 2022 Biopharmaceuticals Exemplar Total Revenues from external customers $ 14,778 $ 10,368 $ 25,146 Intersegment revenues 1,446 — 1,446 Total segment revenues $ 16,224 $ 10,368 $ 26,592 Nine Months Ended September 30, 2021 Biopharmaceuticals Exemplar Total Revenues from external customers $ 723 $ 9,860 $ 10,583 Intersegment revenues 1,469 — 1,469 Total segment revenues $ 2,192 $ 9,860 $ 12,052 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The table below reconciles Segment Adjusted EBITDA for reportable segments to consolidated net loss from continuing operations before income taxes: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Segment Adjusted EBITDA for reportable segments $ (12,071) $ (11,044) $ (30,587) $ (28,743) Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates 641 1,138 1,309 1,673 Add recognition of previously deferred revenue associated with upfront and milestone payments 14,561 1,163 16,007 1,849 Other expenses: Interest expense (2,036) (4,765) (6,137) (13,902) Depreciation and amortization (1,717) (2,029) (5,470) (6,174) Gain on disposals of assets — (13) — (6) Impairment losses — — (1,120) (543) Stock-based compensation expense (2,184) (2,422) (7,987) (11,767) Adjustment related to accrued bonuses paid in equity awards — — 1,698 — Equity in net gain (loss) of affiliates 862 — 861 (3) Other — (5) (105) (19) Unallocated corporate costs (5,744) (7,166) (24,718) (24,835) Eliminations (6) (1,237) (1,549) (1,812) Consolidated net loss from continuing operations before income taxes $ (7,694) $ (26,380) $ (57,798) $ (84,282) |
Reconciliation of Revenue from Segments to Consolidated | The table below reconciles total segment revenues from reportable segments to total consolidated revenues: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Total segment revenues from reportable segments $ 16,722 $ 4,474 $ 26,592 $ 12,052 Elimination of intersegment revenues — (1,141) (1,446) (1,469) Total consolidated revenues $ 16,722 $ 3,333 $ 25,146 $ 10,583 |
Organization (Details)
Organization (Details) | Aug. 18, 2022 |
Discontinued Operations, Held-for-sale | Trans Ova | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Ownership interest disposed of percentage | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Liquidity - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Income (loss) from continuing operations, net of tax, attributable to parent | $ (57,601,000) | |||
Net cash used in operating activities | (49,649,000) | $ (41,182,000) | ||
Accumulated deficit | 1,846,391,000 | $ 1,915,556,000 | ||
Cash, cash equivalents, restricted cash, and short-term investments | 153,770,000 | |||
3.5% Convertible Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 82,440,000 | $ 200,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Variable Interest Entities - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Maximum risk of loss related to the identified VIEs | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Loss Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 20,973,001 | 24,571,918 | 20,973,001 | 24,571,918 |
Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 4,836,112 | 11,732,440 | 4,836,112 | 11,732,440 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 15,317,186 | 12,249,109 | 15,317,186 | 12,249,109 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 697,815 | 468,481 | 697,815 | 468,481 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 121,888 | 121,888 | 121,888 | 121,888 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt, net of current portion | $ 0 | $ (179,882) | ||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 Retrospective | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt, net of current portion | $ (18,196) | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 Retrospective | Additional Paid-in Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | 36,868 | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 Retrospective | Accumulated Deficit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | $ 18,672 | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 Retrospective | Forecast | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Noncash interest expense | $ 11,800 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 18, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of businesses | $ 162,306,000 | $ 0 | |||||
Restricted cash | $ 82,443,000 | 82,443,000 | $ 0 | ||||
Gain (loss) on disposition of assets | (421,000) | (89,000) | |||||
Trans Ova | Discontinued Operations, Held-for-sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Ownership interest disposed of percentage | 100% | ||||||
Consideration | $ 170,000,000 | ||||||
Restricted cash | 82,443,000 | 82,443,000 | |||||
Gain (loss) on disposition of assets | (421,000) | (547,000) | |||||
Trans Ova | Discontinued Operations, Held-for-sale | Forecast | Subsequent Event | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of businesses | $ 1,000,000 | ||||||
Trans Ova | Discontinued Operations, Held-for-sale | Maximum | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Earn-out payments (maximum) | 10,000,000 | ||||||
Reimbursement limit | $ 5,750,000 | ||||||
MBP Titan | Discontinued Operations, Disposed of by Means Other than Sale, Abandonment | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain (loss) on disposition of assets | 464,000 | ||||||
Gain on lease termination | 4,602,000 | ||||||
Gain from discontinued operations | $ 0 | $ 60,000 | $ 0 | $ 4,599,000 |
Discontinued Operations - Carry
Discontinued Operations - Carrying Value of Major Classes of Assets and Liabilities for Trans Ova (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents included in current assets held for sale | $ 0 | $ 6,497 |
Discontinued Operations, Held-for-sale | Trans Ova | ||
Assets | ||
Cash and cash equivalents included in current assets held for sale | 6,497 | |
Trade receivables, net | 19,491 | |
Inventory | 12,935 | |
Other current assets | 1,265 | |
Property, plant and equipment, net | 25,716 | |
Intangible assets, net | 1,824 | |
Goodwill | 16,594 | |
Right-of-use assets | 910 | |
Other noncurrent assets | 252 | |
Total assets held for sale | 85,484 | |
Liabilities | ||
Accounts payable | 2,293 | |
Accrued compensation and benefits | 3,367 | |
Other accrued liabilities | 3,778 | |
Deferred revenue | 2,952 | |
Current portion of long-term debt | 350 | |
Other current liabilities | 111 | |
Long-term debt, net of current portion | 2,867 | |
Other long-term liabilities | 805 | |
Total liabilities held for sale | $ 16,523 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Financial Results for Trans Ova (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations | $ 95,023 | $ (3,445) | $ 108,094 | $ 16,977 |
Trans Ova | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues | 12,202 | 18,228 | 71,151 | 69,069 |
Cost of products | 4,163 | 7,010 | 18,634 | 17,895 |
Cost of services | 4,352 | 6,988 | 22,701 | 21,400 |
Research and development | 481 | 486 | 2,348 | 1,367 |
Selling, general and administrative | 3,204 | 7,683 | 15,215 | 17,162 |
Total operating expenses | 12,200 | 22,167 | 58,898 | 57,824 |
Operating income (loss) | 2 | (3,939) | 12,253 | 11,245 |
Other income, net | 319 | 434 | 1,139 | 1,133 |
Gain on divestiture | 94,702 | 0 | 94,702 | 0 |
Income (loss) before income taxes | 95,023 | (3,505) | 108,094 | 12,378 |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
Income (loss) from discontinued operations | 95,023 | (3,505) | 108,094 | 12,378 |
Trans Ova | Discontinued Operations, Held-for-sale | Product revenues | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues | 4,322 | 6,743 | 21,494 | 20,153 |
Trans Ova | Discontinued Operations, Held-for-sale | Service revenues | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues | $ 7,880 | $ 11,485 | $ 49,657 | $ 48,916 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Significant Non-Cash Items, Investments and Purchases of Property, Plant and Equipment on Cash Flows - Trans Ova (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Adjustments to reconcile net income to net cash used in operating activities | ||
Depreciation and amortization | $ 9,044 | $ 10,442 |
Gain on disposals of assets | 421 | 89 |
Stock-based compensation expense | 7,996 | 11,462 |
Provision for credit losses | 944 | 1,219 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (4,871) | (4,474) |
Trans Ova | Discontinued Operations, Held-for-sale | ||
Adjustments to reconcile net income to net cash used in operating activities | ||
Depreciation and amortization | 3,574 | 4,268 |
Gain on disposals of assets | 421 | 547 |
Stock-based compensation expense | 9 | 272 |
Provision for credit losses | 944 | 1,035 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (3,529) | (2,731) |
Proceeds from sale of assets | $ 594 | $ 1,425 |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Financial Results for MBP Titan (Details) - MBP Titan - Discontinued Operations, Disposed of by Means Other than Sale, Abandonment - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Operating gain | $ 60,000 | $ 4,599,000 | ||
Operating gain | 60,000 | 4,599,000 | ||
Gain from discontinued operations | $ 0 | $ 60,000 | $ 0 | $ 4,599,000 |
Discontinued Operations - Non-c
Discontinued Operations - Non-cash Items and Purchases of Property, Plant and Equipment for MBP Titan (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on disposals of assets | $ 421 | $ 89 |
Additional Cash Flow Elements, Investing Activities [Abstract] | ||
Proceeds from sale of assets | $ 594 | 2,537 |
Discontinued Operations, Disposed of by Means Other than Sale, Abandonment | MBP Titan | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on disposals of assets | (464) | |
Noncash gain on termination of leases | (4,602) | |
Additional Cash Flow Elements, Investing Activities [Abstract] | ||
Proceeds from sale of assets | $ 1,083 |
Investments in Joint Ventures -
Investments in Joint Ventures - Intrexon Energy Partners - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2014 USD ($) | Sep. 30, 2022 board_seat | Dec. 31, 2021 USD ($) | |
Intrexon Energy Partners, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest | 50% | ||
Maximum additional capital contribution committed | $ 25,000,000 | ||
Total number of seats on the joint venture's governing board | board_seat | 5 | ||
Total number of seats on the joint venture's governing board, internally selected | board_seat | 2 | ||
Total number of seats on the joint venture's governing board, externally selected | board_seat | 3 | ||
Intrexon Energy Partners, LLC | Precigen And Remaining IEP Investors | Intrexon Energy Partners, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 87.50% | ||
Intrexon Energy Partners, LLC | Other Accrued Liabilities | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment | $ (428,000) | ||
Intrexon Energy Partners, LLC | Investors | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest | 50% | ||
Capital contributions | $ 25,000,000 | ||
Maximum additional capital contribution committed | 25,000,000 | ||
Intrexon Energy Partners, LLC | Collaboration and licensing agreements | |||
Schedule of Equity Method Investments [Line Items] | |||
Collaborative arrangement consideration received, value | $ 25,000,000 |
Investments in Joint Ventures_2
Investments in Joint Ventures - Intrexon Energy Partners II - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 USD ($) board_seat | Dec. 31, 2015 USD ($) board_seat | Dec. 31, 2022 | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Intrexon Energy Partners II, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest | 50% | 50% | |||
Maximum additional capital contribution committed | $ 10,000,000 | $ 10,000,000 | |||
Total number of seats on the joint venture's governing board | board_seat | 5 | 5 | |||
Total number of seats on the joint venture's governing board, internally selected | board_seat | 1 | 1 | |||
Total number of seats on the joint venture's governing board, externally selected | board_seat | 4 | 4 | |||
Intrexon Energy Partners II, LLC | Precigen And Remaining IEP Investors | Subsequent Event | Intrexon Energy Partners II, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 2.90% | ||||
Intrexon Energy Partners II, LLC | Other Accrued Liabilities | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment | $ (435,000) | $ (435,000) | |||
Intrexon Energy Partners II, LLC | Investors | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest | 50% | 50% | |||
Capital contributions | $ 18,000,000 | ||||
Maximum additional capital contribution committed | $ 10,000,000 | 10,000,000 | |||
Intrexon Energy Partners II, LLC | All Investors | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Capital contributions | $ 4,000,000 | ||||
Intrexon Energy Partners II, LLC | Collaboration and licensing agreements | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Collaborative arrangement consideration received, value | $ 18,000,000 |
Investments in Joint Ventures_3
Investments in Joint Ventures - Interests in Intrexon Energy Partners and Intrexon Energy Partners II (Details) | 1 Months Ended |
Jul. 31, 2022 USD ($) | |
Intrexon Energy Partners And Interxon Energy Partners II | |
Schedule of Equity Method Investments [Line Items] | |
Fair value, net asset (liability) | $ 0 |
Intrexon Energy Partners And Interxon Energy Partners II | |
Schedule of Equity Method Investments [Line Items] | |
Payments to acquire interest in joint venture | $ 7,000 |
Collaboration and Licensing R_3
Collaboration and Licensing Revenue - Narrative (Details) - USD ($) | 1 Months Ended | ||
Jul. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deferred revenue, net of current portion, related party | $ 1,818,000 | $ 23,023,000 | |
Intrexon Energy Partners L.L. and Intrexon Energy Partners II, L.L.C | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deferred revenue, net of current portion, related party | $ 0 | $ 21,205,000 | |
Intrexon Energy Partners And Interxon Energy Partners II | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to acquire interest in joint venture | $ 7,000 |
Collaboration and Licensing R_4
Collaboration and Licensing Revenue - Summarized Collaboration and Licensing Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | $ 16,722 | $ 3,333 | $ 25,146 | $ 10,583 |
Collaboration and licensing agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 14,561 | 22 | 14,561 | 389 |
Intrexon Energy Partners, LLC | Collaboration and licensing agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 3,768 | 0 | 3,768 | 0 |
Intrexon Energy Partners II, LLC | Collaboration and licensing agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 10,793 | 0 | 10,793 | 0 |
Castle Creek Biosciences, Inc. | Collaboration and licensing agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 0 | 18 | 0 | 371 |
Other | Collaboration and licensing agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | $ 0 | $ 4 | $ 0 | $ 18 |
Collaboration and Licensing R_5
Collaboration and Licensing Revenue - Summary of Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contract With Customer, Asset And Liability [Line Items] | ||
Deferred revenue | $ 1,894 | $ 24,513 |
Long-term portion of deferred revenue | 1,818 | 23,023 |
Current portion of deferred revenue | 76 | 1,490 |
Collaboration and licensing agreements | ||
Contract With Customer, Asset And Liability [Line Items] | ||
Deferred revenue | 1,818 | 23,023 |
Prepaid product and service revenues | ||
Contract With Customer, Asset And Liability [Line Items] | ||
Deferred revenue | 52 | 1,277 |
Other | ||
Contract With Customer, Asset And Liability [Line Items] | ||
Deferred revenue | $ 24 | $ 213 |
Short-term and Long-term Inve_3
Short-term and Long-term Investments - Summary of Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Short-term and Long-term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 63,496 | $ 121,133 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1,236) | (331) |
Aggregate Fair Value | 62,260 | 120,802 |
U.S. government debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 63,400 | 121,036 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1,236) | (331) |
Aggregate Fair Value | 62,164 | 120,705 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 96 | 97 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Aggregate Fair Value | $ 96 | $ 97 |
Short-term and Long-term Inve_4
Short-term and Long-term Investments - Contractual Obligation, Fiscal Year Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Due within one year | $ 62,260 |
After one year through two years | 0 |
Total | $ 62,260 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Placement in the Fair Value Hierarchy of Financial Assets that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | $ 62,260 | $ 120,802 |
Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 62,260 | 120,802 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
U.S. government debt securities | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 62,164 | 120,705 |
U.S. government debt securities | Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
U.S. government debt securities | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 62,164 | 120,705 |
U.S. government debt securities | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
Certificates of deposit | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 96 | 97 |
Certificates of deposit | Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 0 | 0 |
Certificates of deposit | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | 96 | 97 |
Certificates of deposit | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Fair value of financial assets measured at fair value on a recurring basis | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - 3.5% Convertible Notes Due 2023 - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% | |
Fair value of convertible debt | $ 81,000 | $ 160,000 | |
Carrying value of convertible debt | $ 82,069 | $ 179,882 | $ 143,723 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventory | $ 219 | $ 326 |
Supplies, embryos and other production materials | ||
Inventory [Line Items] | ||
Inventory | 19 | 23 |
Livestock | ||
Inventory [Line Items] | ||
Inventory | $ 200 | $ 303 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Land and land improvements | $ 164 | $ 164 |
Buildings and building improvements | 2,592 | 2,592 |
Furniture and fixtures | 449 | 434 |
Equipment | 17,694 | 16,812 |
Leasehold improvements | 3,495 | 3,366 |
Breeding stock | 117 | 36 |
Computer hardware and software | 4,518 | 4,823 |
Construction and other assets in progress | 1,240 | 1,829 |
Property, plant and equipment, gross | 30,269 | 30,056 |
Less: Accumulated depreciation and amortization | (22,658) | (21,457) |
Property, plant and equipment, net | $ 7,611 | $ 8,599 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 564 | $ 735 | $ 1,833 | $ 2,184 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill | |||
Beginning balance | $ 37,554 | $ 37,554 | |
Impairment | $ (482) | (482) | $ 0 |
Foreign currency translation adjustments | (359) | ||
Ending balance | $ 36,713 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) reporting_unit | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Impairment of goodwill | $ 482 | $ 482 | $ 0 | |||
Number of reporting units impaired | reporting_unit | 1 | |||||
Goodwill accumulated impairment losses | $ 14,483 | 14,483 | $ 14,001 | |||
Amortization expense | $ 1,151 | $ 1,315 | $ 3,637 | $ 3,990 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 76,929 | $ 86,973 |
Accumulated Amortization | (34,513) | (34,682) |
Net | 42,416 | 52,291 |
Patents, developed technologies and know-how | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 75,129 | 85,173 |
Accumulated Amortization | (32,713) | (32,882) |
Net | 42,416 | 52,291 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 1,600 | 1,600 |
Accumulated Amortization | (1,600) | (1,600) |
Net | 0 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 200 | 200 |
Accumulated Amortization | (200) | (200) |
Net | $ 0 | $ 0 |
Lines of Credit and Long-Term_3
Lines of Credit and Long-Term Debt - Lines of Credit - Additional Information (Details) - Revolving Line of Credit - Exemplar Genetics, LLC - American State Bank - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 700,000 | |
Debt instrument, interest rate, stated percentage | 4% | |
Line of credit facility, outstanding balance | $ 0 | $ 0 |
Lines of Credit and Long-Term_4
Lines of Credit and Long-Term Debt - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 82,069 | $ 179,934 |
Less current portion | 82,069 | 52 |
Long-term debt, less current portion | 0 | 179,882 |
Convertible debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 82,069 | 179,882 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 52 |
Lines of Credit and Long-Term_5
Lines of Credit and Long-Term Debt - Long-Term Debt - Additional Information (Details) | 1 Months Ended | 9 Months Ended | ||||||
Nov. 09, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jul. 31, 2018 USD ($) day $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Aug. 18, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Deferred income taxes | $ (162,000) | $ (180,000) | ||||||
Long-term debt, net of current portion | $ 0 | 0 | $ 179,882,000 | |||||
Restricted cash | $ 200,000,000 | |||||||
Restricted cash, current | 82,443,000 | 82,443,000 | 0 | |||||
Gain on debt retirement | 1,285,000 | $ 0 | ||||||
Accrued interest | 721,000 | 721,000 | ||||||
Convertible debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Extinguishment of debt, amount | 117,560,000 | |||||||
Gain on debt retirement | 853,000 | |||||||
Subsequent Event | Convertible debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Extinguishment of debt, amount | $ 26,400,000 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 Retrospective | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net of current portion | $ 18,196,000 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 Retrospective | Additional Paid-in Capital | ||||||||
Debt Instrument [Line Items] | ||||||||
Stockholders' equity, including portion attributable to noncontrolling interest | 36,868,000 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 Retrospective | Accumulated Deficit | ||||||||
Debt Instrument [Line Items] | ||||||||
Stockholders' equity, including portion attributable to noncontrolling interest | $ 18,672,000 | |||||||
3.5% Convertible Notes Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 82,440,000 | $ 200,000,000 | $ 82,440,000 | |||||
Proceeds from long-term debt, net of issuance costs | 193,958,000 | |||||||
Debt issuance costs | $ 6,042,000 | |||||||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% | 3.50% | |||||
Conversion rate | 58.6622 | |||||||
Principal amount used in conversion | $ 1,000 | |||||||
Conversion price (in usd per share) | $ / shares | $ 17.05 | |||||||
Debt instrument redemption price, percentage | 100% | |||||||
Carrying value of convertible debt | $ 82,069,000 | $ 143,723,000 | $ 82,069,000 | $ 179,882,000 | ||||
Equity component of convertible debt, net of issuance costs and deferred taxes | 50,235,000 | |||||||
Deferred income taxes | $ 13,367,000 | |||||||
Effective interest rate on convertible notes | 425% | 425% | ||||||
Convertible notes, unamortized discount and issuance costs | $ 371,000 | $ 371,000 | ||||||
3.5% Convertible Notes Due 2023 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock price trading days | day | 20 | |||||||
Common stock price consecutive trading days | day | 30 | |||||||
Percentage of common share price over conversion price for conversion | 130% | |||||||
3.5% Convertible Notes Due 2023 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock price trading days | day | 5 | |||||||
Common stock price consecutive trading days | day | 5 | |||||||
Debt instrument redemption price, percentage | 98% |
Lines of Credit and Long-Term_6
Lines of Credit and Long-Term Debt - Schedule of Components of Interest Expense (Details) - 3.5% Convertible Notes Due 2023 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Cash interest expense | $ 1,697 | $ 1,750 | $ 5,197 | $ 5,250 |
Non-cash interest expense | 338 | 3,011 | 934 | 8,641 |
Total interest expense | $ 2,035 | $ 4,761 | $ 6,131 | $ 13,891 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Domestic | ||||
Operating Loss Carryforwards [Line Items] | ||||
Taxable loss | $ 44,300 | $ (24,700) | $ 38,000 | $ (82,200) |
Operating loss carryforwards | 818,000 | 818,000 | ||
Deferred tax assets, capital loss carryforwards | 212,500 | 212,500 | ||
Research and development tax credits | 11,700 | 11,700 | ||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 64,200 | 64,200 | ||
Generated After 2017 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 603,000 | $ 603,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Deferred income tax benefit from continuing operations | $ (162) | $ (180) | ||
Continuing Operations | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred income tax benefit from continuing operations | $ (50) | $ (61) | (162) | (180) |
Total income tax benefit from continuing operations | (50) | (61) | (197) | (173) |
Continuing Operations | Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Current income tax expense from continuing operations | $ 0 | $ 0 | $ (35) | $ 7 |
Shareholders' Equity - Issuance
Shareholders' Equity - Issuances of Precigen Common Stock (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Jan. 31, 2021 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Shares issued (in shares) | 17,250,000 | |
Shares issued during the period, value | $ 121,045 | $ 121,045 |
Shareholders' Equity - Share Le
Shareholders' Equity - Share Lending Agreement (Details) | 1 Months Ended |
Jul. 31, 2018 $ / shares shares | |
Equity [Abstract] | |
Borrowed shares, number issued (in shares) | shares | 7,479,431 |
Share lending agreement, length of time for shares to be returned upon termination | 5 days |
Borrowed shares, public offering price per share (in usd per share) | $ / shares | $ 13.37 |
Shareholders' Equity - At-the-M
Shareholders' Equity - At-the-Market Sales Agreement (Details) | Aug. 09, 2022 USD ($) |
Maximum | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, consideration received on transaction | $ 100,000,000 |
Shareholders' Equity - Componen
Shareholders' Equity - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Precigen shareholders' equity | $ 142,532 | $ 55,653 | $ 107,348 | $ 131,247 | $ 159,196 | $ 67,174 |
Total accumulated other comprehensive (loss) income | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Precigen shareholders' equity | (7,181) | $ (4,556) | 203 | $ 1,515 | $ 2,541 | $ 3,997 |
Unrealized loss on investments | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Precigen shareholders' equity | (1,236) | (331) | ||||
Income (loss) on foreign currency translation adjustments | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Precigen shareholders' equity | $ (5,945) | $ 534 |
Share-Based Payments - Schedule
Share-Based Payments - Schedule of Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation costs | $ 2,125 | $ 2,490 | $ 7,996 | $ 11,462 |
Cost of products | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation costs | 7 | 8 | 22 | 23 |
Cost of services | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation costs | 15 | 25 | 63 | 103 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation costs | 524 | 549 | 1,658 | 2,159 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation costs | 1,638 | 1,840 | 6,244 | 8,905 |
Discontinued operations | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation costs | $ (59) | $ 68 | $ 9 | $ 272 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Executive Chairman | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Monthly compensation, in the form of equity | $ 200 | |||||
Executive Chairman | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Lock-up period | 3 years | |||||
Yearly compensation, payable in cash or equity | $ 100 | |||||
Share-based Payment Arrangement, Option | Executive Chairman | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation arrangement with individual, annual stock option grant, grant date fair value | 250 | |||||
Restricted stock units | Executive Chairman | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation arrangement with individual, annual RSU grant, grant date fair value | $ 250 | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |||||
Selling, general and administrative | Executive Chairman | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expense for certain compensation arrangements | $ 63 | $ 76 | $ 558 | $ 585 | ||
Precigen Stock Option Plan 2008 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Remaining shares available to grant (in shares) | 0 | 0 | ||||
Options outstanding (in shares) | 14,843 | 14,843 | ||||
Precigen Stock Option Plan 2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Remaining shares available to grant (in shares) | 12,833,550 | 12,833,550 | ||||
Options outstanding (in shares) | 13,404,135 | 13,404,135 | ||||
Number of shares authorized for issuance (in shares) | 37,000,000 | 37,000,000 | ||||
RSUs outstanding (in shares) | 82,055 | 82,055 | ||||
Precigen Stock Option Plan 2019 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Remaining shares available to grant (in shares) | 7,243,025 | 7,243,025 | ||||
Options outstanding (in shares) | 1,898,208 | 1,898,208 | ||||
Number of shares authorized for issuance (in shares) | 12,000,000 | 12,000,000 | ||||
RSUs outstanding (in shares) | 615,760 | 615,760 |
Share-Based Payments - Schedu_2
Share-Based Payments - Schedule of Stock Option Activity (Details) - Precigen Stock Option Plans - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Balances at beginning of period (in shares) | 12,260,187 | |
Granted (in shares) | 4,322,890 | |
Exercised (in shares) | (375) | |
Forfeited (in shares) | (544,928) | |
Expired (in shares) | (720,588) | |
Balances at end of period (in shares) | 15,317,186 | 12,260,187 |
Exercisable at end of period (in shares) | 8,715,518 | |
Weighted Average Exercise Price | ||
Balances at beginning of period (in usd per share) | $ 14.06 | |
Granted (in usd per share) | 2.23 | |
Exercised (in usd per share) | 2.28 | |
Forfeited (in usd per share) | 5.21 | |
Expired (in usd per share) | 23.44 | |
Balances at period end (in usd per share) | 10.60 | $ 14.06 |
Exercisable, weighted average exercise price, at end of period (in usd per share) | $ 13.77 | |
Weighted Average Remaining Contractual Term (Years) | ||
Balances, weighted average remaining contractual period | 7 years 3 months 10 days | 6 years 9 months 14 days |
Exercisable at period end, weighted average remaining contractual period | 5 years 10 months 2 days |
Share-Based Payments - Schedu_3
Share-Based Payments - Schedule of Restricted Stock Unit Activity (Details) - Precigen Stock Option Plans - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Restricted Stock Units | ||
Balances at beginning of period (in shares) | 468,481 | |
Granted (in shares) | 1,387,831 | |
Vested (in shares) | (1,125,785) | |
Forfeited (in shares) | (32,712) | |
Balances at end of period (in shares) | 697,815 | 468,481 |
Weighted Average Grant Date Fair Value | ||
Balances at beginning of period (in usd per share) | $ 8.47 | |
Granted (in usd per share) | 2.12 | |
Vested (in usd per share) | 4.29 | |
Forfeited | 7.26 | |
Balances at end of period (in usd per share) | $ 2.66 | $ 8.47 |
Additional Information | ||
Weighted Average Remaining Contractual Term (Years) | 4 months 17 days | 3 months 29 days |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |
Termination period | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 8 years |
Operating Leases - Components o
Operating Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 600 | $ 770 | $ 1,840 | $ 2,290 |
Short-term lease costs | 53 | 48 | 155 | 141 |
Variable lease costs | 84 | 185 | 308 | 623 |
Lease costs | $ 737 | $ 1,003 | $ 2,303 | $ 3,054 |
Operating Leases - Maturities o
Operating Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 449 | |
2023 | 2,084 | |
2024 | 2,165 | |
2025 | 2,129 | |
2026 | 1,637 | |
2027 | 1,246 | |
Thereafter | 3,109 | |
Total | 12,819 | |
Present value adjustment | (3,839) | |
Total | 8,980 | |
Current portion of lease liabilities | 1,041 | $ 1,393 |
Long-term portion of operating lease liabilities | $ 7,939 | $ 8,747 |
Operating Leases - Lease Terms
Operating Leases - Lease Terms and Discount Rates (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 6 years 1 month 24 days | 6 years 8 months 19 days |
Weighted average discount rate | 11.06% | 10.94% |
Operating Leases - Other Inform
Operating Leases - Other Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental disclosure of cash flow information | ||
Cash paid for operating lease liabilities | $ 1,877 | $ 2,610 |
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) | $ 466 | $ 4,868 |
Commitments and Contingencies -
Commitments and Contingencies - Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended |
Jul. 31, 2022 USD ($) | |
Intrexon Energy Partners And Interxon Energy Partners II | |
Loss Contingencies [Line Items] | |
Payments to acquire interest in joint venture | $ 7 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Third Security, LLC | |||
Related Party Transaction [Line Items] | |||
Expense for services | $ 43 | $ 25 | $ 89 |
Sublease rental income | $ 21 | $ 61 | |
Third Security, LLC | Executive Chairman | |||
Related Party Transaction [Line Items] | |||
Ownership interest | 100% |
Segments - Adjusted EBITDA by R
Segments - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA for reportable segments | $ (12,071) | $ (11,044) | $ (30,587) | $ (28,743) |
Biopharmaceuticals | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA for reportable segments | (12,417) | (12,661) | (35,286) | (34,055) |
Exemplar | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA for reportable segments | $ 346 | $ 1,617 | $ 4,699 | $ 5,312 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA for reportable segments | $ (12,071) | $ (11,044) | $ (30,587) | $ (28,743) |
Other expenses: | ||||
Depreciation and amortization | (9,044) | (10,442) | ||
Gain on disposals of assets | (421) | (89) | ||
Stock-based compensation expense | (2,125) | (2,490) | (7,996) | (11,462) |
Equity in net income (loss) of affiliates | 861 | (3) | ||
Other | (105) | 0 | ||
Consolidated net loss from continuing operations before income taxes | (7,694) | (26,380) | (57,798) | (84,282) |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Remove cash paid for capital expenditures, net of proceeds from sale of assets, and cash paid for investments in affiliates | 641 | 1,138 | 1,309 | 1,673 |
Operating segments | Add recognition of previously deferred revenue associated with upfront and milestone payments | ||||
Segment Reporting Information [Line Items] | ||||
Add recognition of previously deferred revenue associated with upfront and milestone payments | 14,561 | 1,163 | 16,007 | 1,849 |
Corporate And Reconciling Items | ||||
Other expenses: | ||||
Interest expense | (2,036) | (4,765) | (6,137) | (13,902) |
Depreciation and amortization | (1,717) | (2,029) | (5,470) | (6,174) |
Gain on disposals of assets | 0 | (13) | 0 | (6) |
Impairment losses | 0 | 0 | (1,120) | (543) |
Stock-based compensation expense | (2,184) | (2,422) | (7,987) | (11,767) |
Adjustment related to accrued bonuses paid in equity awards | 0 | 0 | 1,698 | 0 |
Equity in net income (loss) of affiliates | 862 | 0 | 861 | (3) |
Other | 0 | (5) | (105) | (19) |
Unallocated corporate costs | ||||
Other expenses: | ||||
Consolidated net loss from continuing operations before income taxes | (5,744) | (7,166) | (24,718) | (24,835) |
Eliminations | ||||
Other expenses: | ||||
Consolidated net loss from continuing operations before income taxes | (6) | (1,237) | (1,549) | (1,812) |
Segment Adjusted EBITDA for reportable segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA for reportable segments | $ (12,071) | $ (11,044) | $ (30,587) | $ (28,743) |
Segments - Revenues by Reportab
Segments - Revenues by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ 16,722 | $ 3,333 | $ 25,146 | $ 10,583 |
Total segment revenues from reportable segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 16,722 | 4,474 | 26,592 | 12,052 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 16,722 | 3,333 | 25,146 | 10,583 |
Revenues | 16,722 | 4,474 | 26,592 | 12,052 |
Operating segments | Biopharmaceuticals | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 14,624 | 129 | 14,778 | 723 |
Revenues | 14,624 | 1,270 | 16,224 | 2,192 |
Operating segments | Exemplar | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 2,098 | 3,204 | 10,368 | 9,860 |
Revenues | 2,098 | 3,204 | 10,368 | 9,860 |
Intersegment revenues | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 1,141 | 1,446 | 1,469 |
Intersegment revenues | Biopharmaceuticals | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 1,141 | 1,446 | 1,469 |
Intersegment revenues | Exemplar | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Elimination of intersegment revenues | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 0 | $ (1,141) | $ (1,446) | $ (1,469) |
Segments - Additional Informati
Segments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Exemplar | |||||
Segment Reporting Information [Line Items] | |||||
Percentage of revenue attributable to customer | 41.10% | 75.60% | 62.40% | 60.70% | |
Non-US | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived assets | $ 3,122 | $ 3,122 | $ 4,463 | ||
Revenues | $ 63 | $ 93 | $ 217 | $ 296 |
Uncategorized Items - pgen-2022
Label | Element | Value |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | $ 423,000 |