Assets Held for Sale and Discontinued Operations

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale and Discontinued Operations

Note 4. Assets Held for Sale and Discontinued Operations

In June 2021, the Company announced its Strategic Transformation plan to reallocate resources to research and development to better position the business for future growth. The plan includes the closure of the Progenity genetics laboratory in Ann Arbor, Michigan and the divestiture of Avero. This plan represents a strategic business shift having a major effect on the Company's operations and financial results. The Company stopped providing genetic laboratory-developed test services in its Ann Arbor, Michigan laboratory and determined that the Laboratory Operations, including Avero, met the requirements of discontinued operations. The Company has classified the results of its Laboratory Operations as discontinued operations in its consolidated statements of operations and consolidated statements of cash flows for all periods presented. Additionally, the related assets and liabilities have been reported as assets and liabilities held for sale in the Company’s consolidated balance sheet as of December 31, 2021 and December 31, 2020. The Company recognized a loss of $19.3 million for the year ended December 31, 2021 for contract terminations, severance, inventory and fixed asset write-downs in discontinued operations related to the Progenity genetics laboratory shutdown. In December 2021, the Company entered into an asset purchase agreement to sell certain assets and liabilities of Avero and recognized a loss of $6.0 million for the year ended December 31, 2021 and is included in discontinued operations. The loss on sale is calculated based on proceeds of $10.9 million less net assets of $15.1 million and transaction costs of $1.8 million.

The following table presents the combined results of discontinued operations of the Laboratory Operations (in thousands):

	Year Ended December 31,
	2021			2020
Revenues	$	59,362		$	74,151
Cost of sales		63,741			93,433
Gross loss		(4,379	)		(19,282	)
Operating expenses:
Research and development		1,590			—
Selling and marketing		38,753			46,938
General and administrative		18,247			21,349
Total operating expenses		58,590			68,287
Other income (expense), net		(5,922	)		127
Net loss from discontinued operations	$	(68,891	)	$	(87,442	)

The following table presents the carrying amounts of the classes of assets and liabilities held for sale related to the Laboratory Operations as of December 31, 2021 and December 31, 2020 (in thousands):

	December 31, 2021		December 31, 2020
Carrying amounts of assets of disposal group held for sale
Current assets:
Accounts receivable, net	$	—	$	6,047
Inventory		—		12,220
Prepaid expenses and other current assets		—		729
Total current assets of disposal group held for sale (1)				18,996
Property and equipment, net		2,147		9,735
Other assets		—		30
Goodwill		—		147
Other intangible assets, net		—		3,843
Total assets of disposal group held for sale (1)	$	2,147	$	32,751
Carrying amounts of liabilities of disposal group held for sale
Current liabilities:
Accrued expenses and other current liabilities		—		272
Current portion of mortgages payable		—		198
Current portion of capital lease obligations		—		46
Total current liabilities of disposal group held for sale				516
Capital lease obligations, net of current portion		—		4
Mortgages payable, net of current portion		—		1,520
Total liabilities of disposal group held for sale	$	—	$	2,040

(1) The assets of the remaining Progenity Laboratory Operations are classified as held for sale and are classified as current in the consolidated balance sheet at December 31, 2021, because they are expected to be sold within one year.