Annual report pursuant to Section 13 and 15(d)

Discontinued Operations

Discontinued Operations
12 Months Ended
Dec. 31, 2012
Discontinued Operations [Abstract]  
Discontinued Operations
  2. Discontinued Operations


In August 2011, we completed the sale of the GDS Business to Devicor under the terms of the APA that was signed in May 2011. Devicor made an initial cash payment to us of $30.0 million, assumed certain liabilities of the Company associated with the GDS Business as specified in the APA, and agreed to make royalty payments to us of up to an aggregate maximum amount of $20.0 million based on the net revenue attributable to the GDS Business over the course of the next six fiscal years beginning in 2012. The final sale price of $30.3 million includes the initial cash payment of $30.0 million and an additional cash payment related to a net working capital adjustment of $338,000. The proceeds were offset by $2.8 million in investment banking, legal and other fees related to the sale and $2.4 million in net balance sheet dispositions and write-offs.


In December 2011, we disposed of the extended warranty contracts related to the GDS Business, which were outstanding as of the date of the sale of the GDS Business but were not included in the August 2011 transaction. In exchange for transferring the liability related to the extended warranty contracts, which was previously recorded as deferred revenue, we made a cash payment to Devicor of $178,000. At the time of the transfer, we had current and deferred revenue reflected in our financial statements which was being amortized into income on a pro-rata basis over the life of the contracts. As a result of the transfer of obligations to Devicor, we recognized the unamortized deferred revenue of $1.2 million of non-cash income.


We recorded a net gain on the sale of the GDS business and disposal of the related extended warranty contracts of $26.2 million in 2011, which was reduced by estimated tax expense of $6.7 million during 2011.


During 2011 and 2010, we wrote off $1,000 and $65,000, respectively, of excess and obsolete gamma detection device materials.


Deferred revenue consists primarily of non-refundable license fees and reimbursement of past research and development expenses which EES paid us as consideration for extending our distribution agreement with them in prior years. During 2011 and 2010, we recognized license revenue of $63,000 and $100,000, respectively. The unearned license revenue remaining at the date of the sale of the GDS Business was written off as part of the gain on the sale. In addition, deferred revenue includes revenues from the sale of extended warranties covering our medical devices over periods of one to five years. Prior to the disposal of the extended warranty contracts, we recognized revenue from extended warranty sales on a pro-rata basis over the period covered by the extended warranty.


We reclassified revenues and expenses related to discontinued operations for all periods presented. The following amounts, as well as the $26.2 million gain on the sale of the GDS Business and disposal of the related extended warranty contracts, have been segregated from continuing operations and included in discontinued operations in the consolidated statements of operations:


    Years Ended December 31,  
    2011     2010  
Net sales   $ 7,684,689     $ 10,140,476  
Cost of goods sold     2,324,427       3,230,575  
Gross profit     5,360,262       6,909,901  
Operating expenses:                
Research and development     564,194       371,794  
Selling, general and administrative     308,220       258,452  
Total operating expenses     872,414       630,246  
Other expense, net     (1,084 )     (529 )
Income taxes     (1,157,230 )     (2,134,903 )
Income from discontinued operations   $ 3,329,534     $ 4,144,223  


Subsequent to the sale of the GDS Business, the Company re-evaluated its segment disclosures and determined that our radiopharmaceutical products under development constitute our only current line of business.