|12 Months Ended|
Dec. 31, 2018
|Discontinued Operations and Disposal Groups [Abstract]|
|Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]||
In addition to the aforementioned AST with Celularity, in order to add capital and to focus on future investments on commercializing its own regenerative technologies on August 31, 2017, the Company entered into an Asset Purchase Agreement (“the Argentum Purchase Agreement”) with Argentum Medical, LLC. (“Argentum”) whereby the Company agreed to sell to Argentum all of the Company’s rights, including (i) all distribution rights, exclusivity rights, intellectual property rights and marketing rights to the TheraBond product line and (ii) the unsold inventory of TheraBond products and work in process previously purchased by the Company in existence as of the closing, which occurred upon execution and delivery of the Argentum Purchase Agreement. In consideration for the sale of the TheraBond product line and the unsold TheraBond inventory to Argentum by the Company, Argentum agreed to pay (i) $3.6 million for the TheraBond product line and certain other agreements between the parties and (ii) up to $112,000 for the unsold TheraBond inventory upon the Company’s completion of its obligations to deliver all remaining and qualifying unsold TheraBond inventory, as specified in the Argentum Purchase Agreement. Of the $3.6 million of consideration, $300,000 was deposited in an indemnity escrow account under standard terms and conditions. This amount is classified under current assets of discontinued operations on the Company’s balance sheet as of December 31, 2017. As of December 31, 2018, the indemnity escrow has been repaid.
Summarized operating results of discontinued operations for the years ended December 31, 2018 and 2017 are presented in the following table (in thousands):
Non-cash amortization expense of $1.4 million and $4.4 million is included in selling, general and administrative expense for the years ended December 31, 2018 and 2017, respectively.
During the year ended December 31, 2018, the Company recorded a net gain of approximately $5.5 million (net of state income tax of $0.546 million) on the sale of the assets related to the purchase agreement with Celularity, as shown in the following table (in thousands):
Summarized assets and liabilities of discontinued operations are presented in the following table (in thousands):
During the year ended December 31, 2017, the Company recorded a gain of approximately $1.7 million (net of tax of $
0) on the sale of the assets related to the Argentum Purchase Agreement, pursuant to the following (in thousands):
On August 31, 2017, the Company entered into a ninety-day transition services agreement with Argentum (“Transition Agreement”). Under the Transition Agreement, the Company is required to perform certain services related to the communication with distributors, wholesalers and customers in respect of transition of the TheraBond product line to Argentum, as specified in the Transition Agreement. As compensation, Argentum paid the Company $200,000 for the services completed during the period from the closing of the purchase for three months ended November 30, 2017. This compensation was recognized over the service period and is included in discontinued operations for the year ended December 31, 2017. On September 12, 2018, the obligation was paid in full and as of December 31, 2018, no obligation is owed by Argentum.
The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef