Quarterly report pursuant to Section 13 or 15(d)

Note 3 - Discontinued Operations

v3.10.0.1
Note 3 - Discontinued Operations
6 Months Ended
Jun. 30, 2018
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
$3.0
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.
 
On
April 2, 2018,
the Company entered into an Amendment to the Asset Purchase Agreement. Pursuant to the Amendment, Cardinal Health
414
paid the Company approximately
$6.0
million and agreed to pay the Company an amount equal to the unused portion of the letter of credit (
not
to exceed approximately
$7.1
 million) promptly after the earlier of (i) the expiration of the letter of credit and (ii) the receipt by Cardinal Health
414
of evidence of the return and cancellation of the letter of credit. In exchange, the obligation of Cardinal Health
414
to make any further contingent payments has been eliminated. Cardinal Health
414
is still obligated to make the milestone payments in accordance with the terms of the earnout provisions of the Purchase Agreement. On
April 9, 2018,
CRG drew approximately
$7.1
million on the letter of credit. This was in addition to the
$4.1
million and the
$59.0
million that Navidea had previously paid to CRG.
 
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
million 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 liabilities have been segregated and included in liabilities associated with discontinued operations, as appropriate, in the consolidated balance sheets:
 
 
   
June 30
,
2018
   
December 31,
2017
 
Accrued liabilities
  $
    $
7,092
 
Liabilities associated with discontinued operations, current
  $
    $
7,092
 
 
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,
 
   
2018
   
2017
   
2018
   
2017
 
Lymphoseek sales revenue
  $
    $
9,663
    $
    $
2,926,876
 
Cost of goods sold
   
     
24,216
     
     
388,408
 
Gross profit
   
     
(14,553
)
   
     
2,538,468
 
Operating expenses:
                               
Research and development
   
2,453
     
75,196
     
2,453
     
358,729
 
Selling, general and administrative
   
     
     
     
820,203
 
Total operating expenses
   
2,453
     
75,196
     
2,453
     
1,178,932
 
(Loss) income from discontinued operations
   
(2,453
)
   
(89,749
)
   
(2,453
)
   
1,359,536
 
Interest expense
   
     
     
     
(1,718,506
)
Loss before income taxes
   
(2,453
)
   
(89,749
)
   
(2,453
)
   
(358,970
)
Benefit from income taxes
   
515
     
7,373
     
515
     
20,733
 
Loss from discontinued operations
  $
(1,938
)
  $
(82,376
)
  $
(1,938
)
  $
(338,237
)