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Divestitures
12 Months Ended
Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures

8. Divestitures

On January 18, 2018, the Company completed the divestiture of its Eeva business, the primary operations of our previous medical device segment, to a related party, Ares Trading S.A. a subsidiary of Merck Serono, S.A. (“Merck”), a shareholder in the Company. The Eeva business was sold to Merck for $7.9 million, consisting of cash of $3.0 million and the forgiveness of the $4.9 million liability remaining from the previous license agreement for the Eeva product between the two parties. The cash consideration includes $300,000 of deferred consideration, of which the last payment was received by the Company in March 2019.

The Company determined that the Eeva business met the criteria to be classified as held for sale as of December 31, 2016, representing a strategic shift in Progyny’s operations. With the amendment of the license agreement in May 2016, management committed to a plan to sell the business and move from the medical device business to the fertility benefits business which represented a strategic shift. The Board of Directors approved the ultimate sale of Eeva in December 2017.

In accordance with the applicable accounting guidance, upon the sale of the Eeva business on January 18, 2018, the Company reflected the Eeva business as discontinued operations in the consolidated financial statements.

Excluding the $200,000 of assets representing the remaining deferred consideration, there was no other assets or liabilities associated with the Eeva business as of December 31, 2018.

This transaction had no impact on the consolidated statement of operations for the fiscal years of 2019 and 2020 and no impact on the statement of cash flows for the fiscal year of 2020.  The following is a summary of the operating results of Eeva which have been reflected within income from discontinued operations, net of tax (in thousands):

 

 

 

 

 

 

 

 

 

Year Ended

 

 

December 31,

 

    

2019

    

2018

Revenue

 

$

 —

 

$

 —

Cost of service

 

 

 —

 

 

 —

Gross profit

 

 

 —

 

 

 —

Operating expenses:

 

 

 

 

 

 

Research and development

 

 

 —

 

 

 —

General and administration

 

 

 —

 

 

 —

Total operating expenses

 

 

 —

 

 

 —

Income from discontinued operations

 

 

 —

 

 

 —

Gain on sale of discontinued operations

 

$

 —

 

$

7,554

Income from discontinued operations, before taxes

  

 

 —

  

 

7,554

Provision for income taxes

  

 

 —

  

 

(1,777)

Net income from discontinued operations, net of taxes

 

$  

 —

 

$  

5,777

 

The significant components of the consolidated statement of cash flows for Eeva are as follows (in thousands):

 

 

 

 

 

 

 

 

 

Year Ended

 

 

December 31,

 

    

2019

 

2018

OPERATING ACTIVITIES

 

 

 

 

 

 

Depreciation expense

 

$

 —

 

$

 —

Deferred license revenue

 

 

 —

 

 

 —

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

  

 

 

  

 

Deferred consideration

 

$

 —

 

$

200

Proceeds from sale of business, net of costs

 

 

200

 

 

2,481