Discontinued Operations

PCT Segment

On May 18, 2017, the Company completed the previously announced Sale of its remaining 80.1% membership interest in PCT to Hitachi. Pursuant to the Purchase Agreement, by and among Caladrius, PCT and Hitachi, the aggregate purchase price to the Company consisted of (i) $75.0 million in cash, (ii) a $4.4 million cash adjustment, based on PCT’s cash and outstanding indebtedness as of the Closing Date, and (iii) a potential future milestone payment of $5.0 million if PCT achieves $125 million in Cumulative Revenue (excluding clinical service reimbursables) (the “Milestone”) for the period from January 1, 2017 through December 31, 2018 (the “Milestone Period”). The Company has determined that the fair value of the milestone payment as of the closing date was valued at zero.

Pursuant to the terms of the Purchase Agreement, Hitachi paid the Company $5.0 million in March 2017 as an advance payment pending shareholder approval of the transaction and other closing conditions included in the Purchase Agreement. On the Closing Date, the Company received $65.0 million, with an additional $5.0 million of the purchase consideration (the "Escrow Amount") deposited into an escrow account to cover potential indemnification claims against Caladrius. In June 2018, the escrow agent will disburse to the Company the Escrow Amount less (i) that portion of the Escrow Amount previously paid in satisfaction of claims for indemnification pursuant to the terms of the Purchase Agreement and (ii) that portion of the Escrow Amount that is determined, in the reasonable judgment of Hitachi, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any claim notice delivered to the Company. The Company also received the additional $4.4 million cash adjustment payment in July 2017. The Company incurred approximately $6.9 million in transaction costs related to the Sale, including $4.3 million in retention payments to PCT employees, of which 50% was paid in June 2017, and the other 50% payable on the one year anniversary of the Closing Date.

The Company recognized the following gain on the date of sale of its 80.1% interest in PCT (in thousands):



Fair value of consideration received	$	79,425
Transaction and retention costs	(6,919		)
Carrying value of segment non-controlling interest	3,687
	$	76,193
Less carrying amount of assets and liabilities sold:
Cash	$	6,727
Accounts receivable	3,702
Deferred costs	4,685
Prepaid expenses and other current assets	743
Property, plant and equipment, net	14,900
Goodwill	7,013
Intangibles, net	2,090
Other assets	215
Accounts payable	(2,278		)
Accrued liabilities	(2,927		)
Due from Caladrius	450
Unearned revenues	(10,529		)
Notes payable	(342		)
	$	24,449

Gain on sale of PCT	$	51,744

The operations and cash flows of the PCT Segment were eliminated from ongoing operations with the sale of the Company's PCT Interest. The operating results of the PCT Segment for the nine months ended September 30, 2017 and three and nine months ended September 30, 2016 were as follows (in thousands):



	Three Months Ended September 30,			Nine Months Ended September 30,
	2016			2017			2016
Revenue	$	10,794		$	16,039		$	29,910
Cost of revenues	(9,482		)	(15,321		)	(25,122		)
Research and development	(277		)	(257		)	(610		)
Selling, general, and administrative	(2,168		)	(3,251		)	(5,587		)
Other expense	(17		)	(16		)	(72		)
Provision for income taxes	(47		)	(11,608		)	(147		)
Gain on sale of segment	—			51,744			—
Income (loss) from discontinued operations	$	(1,197	)	$	37,330		$	(1,629	)