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Assets Held for Sale and Discontinued Operations | 3 Months Ended
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Mar. 31, 2023
Discontinued Operations and Disposal Groups [Abstract] |
Assets Held for Sale and Discontinued Operations | 16. Assets Held for Sale and Discontinued Operations Razor Disposal On December 15, 2022, the Company entered into the Razor Stock Purchase Agreement with Dragon and Razor. Pursuant to the Razor Stock Purchase Agreement, Oncocyte agreed to sell, and Dragon agreed to purchase, 3,188,181 shares of common stock of Razor, which constitutes approximately 70% of the issued and outstanding equity interests of Razor on a fully-diluted basis. On February 16, 2023, Oncocyte completed the Razor Sale Transaction. In connection with the Razor Closing, Oncocyte transferred to Razor all of the assets and liabilities related to DetermaRx. While no monetary consideration was received for the sale of 70% of the equity interests of Razor, the transaction allows the Company to eliminate all development and commercialization costs with respect to DetermaRx. Following the Razor Closing, Oncocyte continues to own 1,366,364 shares of common stock of Razor, which constitutes approximately 30% of the issued and outstanding equity interests of Razor on a fully-diluted basis In addition to the transfer of 70% of the equity interests of Razor, the Razor Stock Purchase Agreement provided that Dragon would purchase furniture, fixtures, and equipment from the Company for a cash consideration of $115,660. Upon the Razor Closing, the Company deconsolidated the assets and liabilities of Razor as control of Razor has transferred to Dragon. During the quarter ended March 31, 2023, the Company recorded the final adjustment related to the disposal, including final working capital adjustments, and recorded a loss of $1.3 million during the quarter. Including the impairment losses we recognized as of December 31, 2022 related to this transaction, we recorded an overall loss of $27.2 million. The operating results for Razor have been recorded in discontinued operations of the accompanying unaudited condensed consolidated statements of operations for all periods presented, and we have reclassified their assets and liabilities as held for sale for the year ended December 31, 2022. Laboratory equipment sold and held for sale On January 31, 2023, the Company entered into an agreement to sell laboratory equipment for $0.2 million. As of March 31, 2023, the Company classified the equipment not yet sold as held for sale in current assets in the unaudited condensed consolidated balance sheet, as all the criteria of ASC subtopic 360-10, Property, Plant, and Equipment (“ASC 360-10”) have been met and the transaction was qualified as assets held for sale. The balance included in current assets held for sale related to this transaction was $0.2 million. In March 2023, the Company entered into an agreement to auction equipment for $0.1 million net proceeds. The auction was finalized on March 21, 2023, and the Company recorded a loss of $0.3 million which is included in the loss on disposal and held-for-sale assets, on the unaudited condensed consolidated statement of operations. On March 31, 2023, the Company entered into an agreement to sell laboratory equipment for $0.2 million. As a result, the Company classified the equipment as held for sale as current assets, in the unaudited condensed consolidated balance sheet, as all the criteria of ASC subtopic 360-10, Property, Plant, and Equipment (“ASC 360-10”) have been met and the transaction was qualified as assets held for sale. This equipment was written down to its fair value, less cost to sell, to $0.2 million in the unaudited condensed consolidated balance sheet. As a result of the expected sale, the Company recorded an impairment loss of $1.0 million on held-for-sale assets, in the unaudited condensed consolidated statement of operations. A portion of the held for sale equipment of $0.2 million was sold on April 20, 2023. The Company classified its results of operations as discontinued operations for all periods presented in the accompanying unaudited condensed consolidated statements of operations. We have retrospectively adjusted the amounts reported for the quarter ended March 31, 2022, in the following table to give effect to such reporting of discontinued operations. For the quarter ended March 31, 2023, discontinued operations reflect operating results of Razor up to the closing of the sale, while discontinued operations during the quarter ended March 31, 2022 reflect the operating result of Razor for the entire quarter. The Company’s unaudited condensed consolidated balance sheets and consolidated statements of operations report discontinued operations separate from continuing operations. Our unaudited condensed consolidated statements of comprehensive income (loss), statements of shareholders’ equity and statements of cash flows combined continuing and discontinued operations. A summary of financial information related to the Company’s discontinued operations is as follows. ONCOCYTE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table represents the results of the discontinued operation of Razor (in thousands): Schedule of Discontinued Operation
|  | 2023 |  |  | 2022 |
|  | Three Months Ended |
|  | March 31, |
|  | 2023 |  |  | 2022 |
Net revenue |  | $ | 421 |  |  | $ | 1,044 |
Cost of revenues |  |  | 507 |  |  |  | 1,824 |
Research and development |  |  | 702 |  |  |  | 3,121 |
Sales and marketing |  |  | 498 |  |  |  | 2,971 |
General and administrative |  |  | 329 |  |  |  | 6 |
Loss from discontinued operations |  |  | 1,311 |  |  |  | - |
Net loss from discontinued operations |  | $ | (2,926 | ) |  | $ | (6,878 | )
The following table represents the carrying amounts of the held for sale related assets and liabilities as of March 31, 2023 and carrying amounts of the held for sale related assets and liabilities of discontinued operations as of December 31, 2022 (in thousands): Schedule of Assets and Liabilities of Disposal Group Held for Sale
|  | March 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
ASSETS |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | - |  |  | $ | 1,510 |
Accounts receivable |  |  | - |  |  |  | - |
Prepaid expenses and other current assets |  |  | - |  |  |  | 346 |
Machinery and equipment, net, and construction in progress |  |  | - |  |  |  | 211 |
Intangible assets, net |  |  | - |  |  |  | 25,920 |
Impairment of held for sale assets |  |  |  |  |  |  | (25,866 | )
Assets held for sale |  |  | 421 |  |  |  | - |
TOTAL ASSETS |  |  | 421 |  |  |  | 2,121 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |
Accounts payable |  | $ | 160 |  |  | $ | 492 |
Accrued compensation |  |  | - |  |  |  | 248 |
Accrued expenses and other current liabilities |  |  | 76 |  |  |  | 1,265 |
TOTAL LIABILITIES |  |  | 236 |  |  |  | 2,005 |
The following table summarizes cash used related to Razor as of and for the three months ended March 31, 2023 and 2022 (in thousands):
|  | Three Months Ended |
|  | March 31, |
|  |  | 2023 |  |  |  | 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |  |
Net cash used in operating activities |  | $ | (4,357 | ) |  | $ | (5,532 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Net cash used in investing activities |  | $ | - |  |  | $ | (114 | )

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent + Details
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