Annual report pursuant to Section 13 and 15(d)

Discontinued Operations, Sale of Cold-EEZE?? Business

v3.10.0.1
Discontinued Operations, Sale of Cold-EEZE® Business
12 Months Ended
Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations, Sale of Cold-EEZE® Business

NOTE 4 – DISCONTINUED OPERATIONS, SALE OF COLD-EEZE® BUSINESS

 

Effective March 29, 2017, we completed the sale of the Cold-EEZE® Business to Mylan. As a consequence of the sale of the Cold-EEZE® Business, for Fiscal 2017, 2016 and 2015, we have classified as discontinued operations (i) the gain from the sale of the Cold-EEZE® Business, (ii) all gains and losses attributable to the Cold-EEZE® Business operations and (iii) the income tax expense attributed to the sale of the Cold-EEZE® Business (see Note 9). Excluded from the sale of the Cold-EEZE® Business were our accounts receivable and inventory, and we also retained all liabilities associated with our Cold-EEZE® Business operations arising prior to March 29, 2017.

 

Pursuant to the Asset Purchase Agreement, we also agreed to a one-time sale to Mylan of certain non-lozenge-based Cold-EEZE® inventory. At December 31, 2017, we have classified as assets held for sale approximately $22,000 of such inventory, which approximates our cost. At December 31, 2016, the balance sheet impact of discontinued operations was deemed not material, as such, no reclassifications for discontinued operations have been presented.

 

Pursuant to the Asset Purchase Agreement, we entered into a transition service arrangement with Mylan, for which we earned $150,000 in transition service fees through December 31, 2017. Pursuant to this arrangement, we (i) received, processed, fulfilled, and shipped customer orders, and billed such customers for these shipments on behalf of Mylan from March 30, 2017 to June 30, 2017, (ii) processed certain sales allowances, returns and other customer promotional deductions, and (iii) paid certain Cold-EEZE® Business expenses which are to be reimbursed by Mylan. For Fiscal 2017, the $150,000 transition service fees earned are recorded as a component of other income (expense).

 

The net proceeds received from the sale of the Cold-EEZE® Business were as follows (in thousands):

 

    Amount  
    (as restated)  
Gross consideration from the sale of the Cold-EEZE® Business   $ 50,000  
Closing and transaction costs     (4,175 )
Net proceeds from sale of the Cold-EEZE® Business     45,825  
Book value of assets sold     (13 )
Gain on sale of the Cold-EEZE® Business before income taxes     45,812  
Income tax expense     (3,511 )
Gain on sale of the Cold-EEZE® Business after income taxes   $ 42,301  
         
Net proceeds:        
Cash paid at closing, net of closing and transaction costs   $ 43,145  
Proceeds due on sale of assets, cash held in escrow     5,000  
    $ 48,145  

 

For Fiscal 2017, we incurred $4.2 million in closing and transaction costs associated with the sale of the Cold-EEZE® Business which were comprised of (i) transaction fees and related closing costs of $1.9 million and (ii) performance bonuses, contract termination compensation and severance payments to certain employees associated with the sale of the Cold-EEZE® Business of $2.3 million. The compensation committee of our board of directors approved these compensation arrangements. These compensation and termination payments were paid by us in April 2017.

 

The following table sets forth the condensed operating results of our discontinued operations for Fiscal 2017, 2016 & 2015, respectively, (in thousands):

 

    Year Ended December 31,  
    2017     2016     2015  
Net sales   $ 4,687     $ 16,808     $ 18,087  
Cost of sales     2,036       7,738       6,741  
Sales and marketing     1,720       5,385       7,395  
Administration     350       2,329       4,719  
Research and development     51       218       738  
Income (loss) from discontinued operations   $ 530     $ 1,138     $ (1,506 )