Discontinued Operations, Sale of the Cold-EEZE® Business

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations, Sale of Cold-EEZE® Business

Note 4 – Discontinued Operations, Sale of the 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 the three months ended March 31, 2017, we 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 7). 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 terms of the asset purchase agreement entered into with Mylan on January 6, 2017 (the “Asset Purchase Agreement”), we also agreed to a one-time sale to Mylan of certain non-lozenge-based Cold-EEZE^® inventory for approximately $699,000, which approximates our cost. At March 31, 2017, we classified in our balance sheet this inventory as an asset held for sale, discontinued operations. Additionally, pursuant to the terms of the Asset Purchase Agreement, we allocated and agreed to pay Mylan an aggregate of $400,000 for future sales returns and allowances arising from certain product returns that were sold by us prior to March 30, 2017. At March 31, 2017, we classified in our balance sheet this liability as an accrued sales allowances, discontinued operations. At December 31, 2017, we classified $22,000 of assets held for sale in our balance sheet.

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		(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 (see Note 8)		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 the three months ended March 31, 2017, (in thousands):

Net sales	$	5,058
Cost of sales		1,773
Sales and marketing		1,520
Administration		348
Research and development		52
Income from discontinued operations	$	1,365

There was no activity related to discontinued operations for the three months ended March 31, 2018.