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Discontinued Operations | 3 Months Ended
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Mar. 31, 2018
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations PCT Segment On May 18, 2017, the Company sold its remaining 80.1% membership interest in PCT to Hitachi pursuant to the 2017 Hitachi Transaction (see Note 3). The aggregate purchase price to the Company consisted of (i) $75.0 million in cash, (ii) $4.4 million, representing additional consideration 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) for the period from January 1, 2017 through December 31, 2018. The Company has determined that the fair value of the milestone payment as of the closing date was valued at zero. Hitachi paid the Company $5.0 million in March 2017 as an advance payment pending shareholder approval of the transaction and other closing conditions. 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. The Escrow Amount is classified as restricted cash on the balance sheet as of March 31, 2018. 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 $4.4 million additional consideration payment in July 2017. The Company incurred approximately $6.9 million in transaction costs related to the 2017 Hitachi Transaction, 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 three months ended March 31, 2017 were as follows (in thousands):
| Three Months Ended March 31,
| 2017
Revenue | $ | 10,310 |
Cost of revenues | (10,053 | )
Research and development | (113 | )
Selling, general, and administrative | (3,243 | )
Other expense | (9 | )
Provision for income taxes | (50 | )
Loss from discontinued operations | $ | (3,157 | )

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- Definition 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. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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