PRECIGEN, INC.PGEN
PRECIGEN, INC. Goodwill & Intangibles Disclosure
Goodwill and Intangible Assets, Net
The changes in the carrying amount of goodwill for the years ended December 31, 2025, and 2024, are as follows:
| 2025 | 2024 | ||||||||||
| Beginning of year | $ | 19,139 | $ | 26,612 | |||||||
| Impairment | (3,907) | (7,409) | |||||||||
| Foreign currency translation adjustments | (64) | ||||||||||
| End of year | $ | 15,232 | $ | 19,139 | |||||||
The Company had $36,189 and $32,282 of cumulative goodwill impairment losses as of December 31, 2025, and 2024.
For the year ended December 31, 2025, and December 31, 2024, the Company recorded $3,907 and $5,779 of impairment charges related to the Exemplar reporting unit, respectively.
The Company completes its annual goodwill impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units.
During the second quarter of 2025, the Company lowered its financial expectations related to the Exemplar reporting unit for the remainder of 2025 and into 2026 due to projected delays in the timing of planned product and services rendered to existing and new customers. These factors constituted an interim triggering event as of the end of the Company's second quarter of 2025, and the Company performed an impairment analysis with regard to its goodwill.
The revised projections were used as a key input into Exemplar's reporting unit’s annual goodwill impairment test performed as of June 30, 2025. The impairment charge of $3,907 represented the estimated excess of carrying value over fair value of this reporting unit. The Company estimated the fair value of its reporting unit utilizing a combination of a discounted present value cash flow model as well as a market earnings multiple approach. As a result of this impairment charge, no goodwill remains within the Exemplar reporting unit subsequent to June 30, 2025.
As part of its annual impairment evaluation in 2024, the Company determined the fair value of the Exemplar reporting unit was less than its carrying amount. The Company determined the fair value of the Exemplar reporting unit in 2024 using the income approach, discounted at the appropriate rate of return as well as current rates of return for equity and debt capital as of the valuation date. As a result, the Company recorded a goodwill impairment charge of $5,779, which represented the estimated excess of carrying value over fair value of this reporting unit.
During the second quarter of 2024, in connection with the suspension of ActoBio's operations, as discussed in Note 1, the Company determined the fair value of the ActoBio reporting unit was less than its carrying amount. As a result, the Company recorded a goodwill impairment charge of $1,630, which represented the full amount of goodwill associated with the ActoBio reporting unit.
Intangible assets consist of the following as of December 31, 2025:
| Weighted Average Useful Life (Years) | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
| Patents, developed technologies and know-how | 10.7 | $ | 15,912 | $ | (12,730) | $ | 3,182 | ||||||||||||||||
Intangible assets consist of the following as of December 31, 2024:
| Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||||||||||||
| Patents, developed technologies and know-how | $ | 15,912 | $ | (11,457) | $ | 4,455 | ||||||||||||||||||||||||||||||||||||||
During 2024, in connection with the suspension of ActoBio's operations, the Company determined the fair value of ActoBio's certain developed technologies was less than their carrying amount. As a result, the Company recorded an impairment charge of $32,317, which is included in impairment of other noncurrent assets in the accompanying consolidated statements of operations for the year ended December 31, 2024.
Amortization expense was $1,273, $3,059, and $4,848 for the years ended December 31, 2025, 2024, and 2023, respectively. Estimated aggregate amortization expense for definite lived intangible assets is expected to be as follows:
| 2026 | $ | 1,273 | |||
| 2027 | 1,273 | ||||
| 2028 | 636 | ||||
| 2029 | — | ||||
| Total | $ | 3,182 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Mar 19, 2025 | |
| 2023 | Mar 19, 2024 | |
| 2022 | Mar 6, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.