Annual report pursuant to Section 13 and 15(d)

Note 4 - Sale of BioZone

Note 4 - Sale of BioZone
12 Months Ended
Dec. 31, 2016
Discontinued Operations and Disposal Groups [Abstract]  
Sale of BioZone

Note 4. Sale of BioZone


In May 2016, the Company completed the sale of its wholly-owned subsidiary, BioZone, for gross proceeds of $9.8 million, including cash of $5.9 million, a $2.0 million credit for future inventory deliveries reflected as a prepaid asset in the Consolidated Balance Sheets. The sale is subject to an earn-out of $1.5 million based on the financial performance of BioZone for the twelve months following the closing of the transaction which was not considered earned as of December 31, 2016. In addition, the Company agreed to pay down $350,000 of BioZone’s accounts payables, which was deducted from the purchase price. As part of the transaction, the Company also agreed to transfer to the buyer 200,000 shares of its common stock with a market value on the date of issuance of $640,000, for consideration of $50,000. The Company recorded a loss of $2.1 million related to the sale of BioZone. The loss on the sale of BioZone primarily related to the subsidiary’s pre-tax losses for 2016. Pre-tax loss for BioZone for 2016 through the date of sale was $1.5 million.


Upon closing of the sale of BioZone, the Company entered into a manufacturing and supply agreement whereby the Company is required to purchase a minimum of approximately $1.9 million of products per year from BioZone annually for an initial term of three years. If the minimum order quantities of specific products are not met, a $3.0 million minimum purchase commitment is triggered, and any shortfall will be paid at 25% of the realized shortfall. The sale of BioZone did not qualify as discontinued operations as the disposal of BioZone did not represent a strategic shift that had (or will have) a major effect on the Company’s operations and financial results.


The following table summarizes the components of the loss from the sale of BioZone (in thousands):


Cash proceeds from sale   $ 5,942  
Consideration for common stock transferred     50  
Prepaid inventory     2,000  
Fair market value of the common stock transferred     (640 )
Assets sold:        
Accounts receivable, net     (923 )
Inventory, net     (1,761 )
Fixed assets, net     (2,003 )
Intangible assets, net     (5,657 )
All other assets     (41 )
Liabilities transferred     1,197  
Transaction and other costs     (279 )
Loss on sale of subsidiary   $ (2,115 )


In connection with the sale of BioZone, the Company and BioZone entered into a transition services agreement to provide administrative support which concluded in August 2016, and a sub-lease to the buyer for certain premises.