v3.8.0.1

Discontinued Operations | 12 Months Ended
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Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract] |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] |
5. | Discontinued Operations
Asset Sales 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 is 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. Additionally, effective June 30, 2016, the Company entered into a purchase agreement with BSN medical, Inc. (“BSN”) whereby the Company agreed to sell to BSN all of the Company’s rights, including all distribution rights, exclusivity rights, intellectual property rights and marketing rights to the sorbion product line pursuant to its distribution agreement with Sorbion GmbH & Co KG. Summarized operating results of discontinued operations for the years ended December 31, 2017 and 2016 are presented in the following table (in thousands):
|  | Years Ended December 31, |
|  | 2017 |  | 2016 |
Revenue, net of returns, allowances and discounts |  | $ | 1,242 |  | $ | 3,655 |
Cost of revenues |  |  | 396 |  |  | 1,140 |
Gross profit |  |  | 846 |  |  | 2,515 |
Selling, general and administrative |  |  | 392 |  |  | 1,030 |
Income from discontinued operations, net of tax |  | $ | 454 |  | $ | 1,485 |
Non-cash amortization expense of $185,000 and $334,000 is included in selling, general and administrative expense for the years ended December 31, 2017 and 2016, respectively. 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):
Proceeds from sale |  |  |  |  |  |  |
Consideration for inventory |  | $ | 112 |  |  |  |
Consideration for intangible assets |  |  | 3,600 |  |  |  |
Total Consideration |  |  |  |  |  | 3,712 |
Less: Net book value of assets sold to Argentum |  |  |  |  |  |  |
Inventory, net |  |  | (307) |  |  |  |
Intangibles, net |  |  | (1,709) |  |  |  |
Total net book value of assets |  |  |  |  |  | (2,016) |
Gain on sale of assets |  |  |  |  | $ | 1,696 |
During the year ended December 31, 2016, the Company recorded a gain of approximately $3.3 million (net of tax of $0) on the sale of the assets related to the purchase agreement with BSN, pursuant to the following (in thousands):
Proceeds from sale |  |  |  |  |  |  |
Consideration for inventory |  | $ | 603 |  |  |  |
Consideration for intangible assets |  |  | 3,500 |  |  |  |
Total Consideration |  |  |  |  |  | 4,103 |
Less: Net book value of assets sold BSN |  |  |  |  |  |  |
Inventory, net |  |  | (603) |  |  |  |
Intangibles, net |  |  | (189) |  |  |  |
Total net book value of assets |  |  |  |  |  | (792) |
Gain on sale of assets |  |  |  |  | $ | 3,311 |
Summarized assets and liabilities of discontinued operations are presented in the following table (in thousands):
|  | December 31 |  | December 31, |
|  | 2017 |  | 2016 |
Accounts receivable, net |  | $ | 17 |  | $ | 307 |
Escrow |  |  | 300 |  |  | - |
Inventory, net |  |  | - |  |  | 550 |
Total current assets |  |  | 317 |  |  | 857 |
Intangible assets, net |  |  | - |  |  | 1,893 |
Total assets |  |  | 317 |  |  | 2,750 |
Accounts payable |  |  | - |  |  | 19 |
Accrued expenses and other current liabilities |  |  | - |  |  | 41 |
Total current liabilities |  | $ | - |  | $ | 60 |
On June 30, 2016, the Company entered into a ninety-day transition services agreement with BSN (“Transition Agreement”). Under the Transition Agreement, the Company was required to perform certain services related to the communication with distributors, wholesalers and customers in respect of transition of the business to BSN, as specified in the Transition Agreement. As compensation, BSN paid the Company $100,000 for the services completed during the year ended December 31, 2016. This compensation was recognized over the service period and is included in other income for the year ended December 31, 2016. 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 other income for the year ended December 31, 2017.

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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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