XML 31 R13.htm IDEA: XBRL DOCUMENT v3.22.0.1
Discontinued Operations
12 Months Ended
Dec. 31, 2021
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

6.Discontinued Operations

On June 30, 2019, the Company acquired 100% of the common stock of PLI and the related intangible assets used by PLI for total consideration of approximately $31.7 million, consisting of the issuance of 16.5 million shares of the Company’s Series C convertible preferred stock with a fair value of $16.5 million, the present value of $15.0 million in deferred cash payments due as follows: $5.0 million due on June 30, 2020 and $10.0 million due on June 30, 2021, and acquisition-related contingent consideration consisting of 3,500,000 shares of the of the Company’s Series C convertible preferred stock with a fair value of $3.5 million. The deferred cash payments totaling $15.0 million were not contingent upon any event and to reflect the interest component were discounted at 12%. In June 2020, $5.0 million of deferred cash payments were converted to 5,000,000 shares of Series C convertible preferred stock and in October 2020, $3.8 million of deferred cash payments were converted to 5,088,851 shares of Series D convertible preferred stock. In addition, in January 2021, $6.1 million of deferred cash payments were converted to 7,219,560 shares of Series D-2 convertible preferred stock. As of December 31, 2021 and 2020, a total of $0 and $5.7 million, respectively, is recorded as Amounts due to Nestlé, current—related party in the accompanying consolidated balance sheets. The acquisition-related contingent consideration stipulated certain revenue thresholds for the Anser® test during the first calendar year following the acquisition. The shares were released from escrow on June 30, 2020.

In December 2020, in order to achieve the Company’s strategic objectives, the Company’s board of directors approved the spinoff of PLI by making an in-kind distribution of 100% of its interest in PLI to the Company’s stockholders of record on December 30, 2020. In connection with the spinoff, which was effected on December 31, 2020, the Company assigned PLI specific intellectual property to PLI; entered into a transition services agreement whereby the Company agreed to provide PLI with certain transition services including general and administrative, finance and clinical operations support; and entered into a sublease agreement under which the Company occupied approximately 40,000 square feet in the PLI facility for a term of one year, which was subsequently extended for six months through June 2022. Post spinoff, the Company retained obligations under the Oxford Loan (see Note 7) and for the deferred cash payments to Nestlé.

The major line items constituting the loss of PLI for the year ended December 31, 2020, which are reflected in the accompanying consolidated statements of operations as discontinued operations, are as follows:

 

 

 

 

Year Ended December 31, 2020

 

Diagnostic services revenue

 

 

$

36,593

 

Operating expenses:

 

 

 

 

 

Cost of diagnostic services revenue

 

 

 

12,625

 

Research and development

 

 

 

4,956

 

Sales and marketing

 

 

 

10,993

 

General and administrative

 

 

 

9,885

 

Restructuring

 

 

 

2,260

 

Amortization of intangible assets

 

 

 

1,179

 

Goodwill impairment charge

 

 

 

724

 

Total operating expenses

 

 

 

42,622

 

Income (loss) from discontinued operations

 

 

 

(6,029

)

Interest income

 

 

 

30

 

Loss from discontinued operations, net of taxes

 

 

$

(5,999

)

 

Commitments and Contingencies

At the acquisition date, PLI was involved with several legal proceedings and claims against it. All claims against PLI remained obligations of PLI and effective upon the spinoff, the Company has no remaining obligations with respect to these claims.