Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations, Sale of the Cold-EEZE?? Business

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Discontinued Operations, Sale of the Cold-EEZE® Business
9 Months Ended
Sep. 30, 2017
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations, Sale of the Cold-EEZE® Business

Note 3 – Discontinued Operations, Sale of the Cold-EEZE® Business

 

At the Special Meeting held on March 29, 2017, our stockholders approved the sale of the Cold-EEZE® Business and the transactions contemplated by the Asset Purchase Agreement. 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 the three and nine months ended September 30, 2017 and 2016, 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 6). 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 September 30, 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 90 day transition service arrangement with Mylan, for which we earned $150,000 in transition service fees through September 30, 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. At September 30, 2017, we have a balance due to Mylan of $319,000 which is comprised of (i) net billings to Mylan’s customers for product shipments, less sales and other allowances, of $1.0 million (ii) return allocation of $400,000 for future sales returns and allowances (see Note 2), offset by (iii) $1.5 million for product shipments and transition service fee due from Mylan and (iv) $240,000 for the reimbursement of certain Cold-EEZE® Business expenses we paid on behalf of Mylan. For the nine months ended September 30, 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  
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     (19,473 )
Gain on sale of the Cold-EEZE® Business after income taxes   $ 26,339  
         
Net proceeds:        
Cash paid at closing, net of closing and transaction costs   $ 43,145  
Proceeds due on sale of assets, cash held in escrow (see Note 8)     5,000  
    $ 48,145  

 

For the nine months ended September 30, 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 the three and nine months ended September 30, 2017 and 2016, respectively, (in thousands):

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2017     2016     2017     2016  
Net sales     -     $ 3,787     $ 4,687     $ 9,966  
Cost of sales     -       1,827       2,037       4,255  
Sales and marketing     -       524       1,720       3,357  
Administration     -       406       348       1,061  
Research and development     -       77       52       172  
Income from discontinued operations   $ -     $ 953     $ 530     $ 1,121