Quarterly report pursuant to Section 13 or 15(d)

Note 3 - Discontinued Operations

v3.7.0.1
Note 3 - Discontinued Operations
6 Months Ended
Jun. 30, 2017
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
3.
Discontinued Operations
 
On
March 3, 2017,
the Company completed the sale to Cardinal Health
414
of its assets used, held for use, or intended to be used in operating its business of developing, manufacturing and commercializing a product used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for staging of cancer, including the Company’s radioactive diagnostic agent marketed under the Lymphoseek
®
trademark for current approved indications by the FDA and similar indications approved by the FDA in the future, in Canada, Mexico and the United States.
 
In exchange for the Acquired Assets, Cardinal Health
414
(i) made a cash payment to the Company at closing of approximately
$80.6
million after adjustments based on inventory being transferred and an advance of
$3
million of guaranteed earnout payments as part of the CRG settlement, (ii) assumed certain liabilities of the Company associated with the Product as specified in the Purchase Agreement, and (iii) agreed to make periodic earnout payments (to consist of contingent payments and milestone payments which, if paid, will be treated as additional purchase price) to the Company based on net sales derived from the purchased Product subject, in each case, to Cardinal Health
414’s
right to off-set. In
no
event will the sum of all earnout payments, as further described in the Purchase Agreement, exceed
$230
million over a period of
ten
years, of which
$20.1
million are guaranteed payments of
$6.7
million per year for each of the
three
years immediately after closing of the Asset Sale. At the closing of the Asset Sale,
$3
million of such earnout payments were advanced by Cardinal Health
414
to the Company, and paid to CRG as part of the Deposit Amount paid to CRG. This advance is to be applied to the
third
year of guaranteed payments.
 
We recorded a net gain on the sale of the Business of
$86.7
million for the
six
months ended
June 30, 2017,
including
$16.5
in guaranteed consideration, which was discounted to the present value of future cash flows. The proceeds were offset by
$3.3
million in estimated fair value of warrants issued to Cardinal Health
414,
$2.0
million in legal and other fees related to the sale,
$800,000
in net balance sheet dispositions and write-offs, and
$6.5
million in estimated taxes.
 
As a result of the Asset Sale, we reclassified certain assets and liabilities as assets and liabilities associated with discontinued operations. The following assets and liabilities have been segregated and included in assets associated with discontinued operations or liabilities associated with discontinued operations, as appropriate, in the consolidated balance sheets:
 
 
 
June 30
,
2017
 
 
December 31,
2016
 
Accounts and other receivables
  $
    $
1,598,994
 
Inventory, net
   
     
1,374,618
 
Prepaid expenses
   
     
170,635
 
Assets associated with discontinued operations, current
   
     
3,144,247
 
Property and equipment, net of accumulated depreciation
   
     
70,973
 
Patents and trademarks, net of accumulated amortization
   
     
34,282
 
Assets associated with discontinued operations, noncurrent
   
     
105,255
 
Total assets associated with discontinued operations
  $
    $
3,249,502
 
                 
Accounts payable
  $
21,255
    $
1,957,938
 
Accrued liabilities
   
33,804
     
607,659
 
Deferred revenue
   
     
2,300,000
 
Liabilities associated with discontinued operations, current
  $
55,059
    $
4,865,597
 
 
In addition, we reclassified certain revenues and expenses related to the Business to discontinued operations for all periods presented, including interest expense related to the CRG and Platinum debt obligations as required by current accounting guidance. The following amounts have been segregated from continuing operations and included in discontinued operations in the consolidated statements of operations:
 
 
 
Three Months Ended
June 30,
 
 
Six Months Ended
June 30,
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
Revenue:
                               
Lymphoseek sales revenue
  $
9,663
    $
4,227,320
    $
2,926,876
    $
8,001,200
 
Grant and other revenue
   
     
     
     
190
 
Total revenue
   
9,663
     
4,227,320
     
2,926,876
     
8,001,390
 
Cost of goods sold
   
24,216
     
559,933
     
388,408
     
1,093,373
 
Gross profit
   
(14,553
)
   
3,667,387
     
2,538,468
     
6,908,017
 
Operating expenses:
                               
Research and development
   
75,196
     
506,370
     
358,729
     
1,093,619
 
Selling, general and administrative
   
 
   
1,500,324
     
820,203
     
2,963,858
 
Total operating expenses
   
75,196
     
2,006,694
     
1,178,932
     
4,057,477
 
Income (loss) from discontinued operations
   
(89,749
)
   
1,660,693
     
1,359,536
     
2,850,540
 
Interest expense
   
     
(7,525,483
)
   
(1,718,506
)
   
(9,719,763
)
Loss before income taxes
   
(89,749
)
   
(5,864,790
)
   
(358,970
)
   
(6,869,223
)
Benefit from income taxes
   
7,373
     
     
20,733
     
 
Loss from discontinued operations
  $
(82,376
)
  $
(5,864,790
)
  $
(338,237
)
  $
(6,869,223
)