Discontinued Operations

9 Months Ended

Sep. 30, 2017

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Dispositions

On June 21, 2016, the Company completed the sale of its Non-Core ACC Products pursuant to the purchase and sale agreement dated May 9, 2016 by and among the Company, Chiesi USA and Chiesi.  At the completion of the sale, the Company received approximately $263.8 million in cash, which included the value of product inventory, and may receive up to an additional $480.0 million in the aggregate following the achievement of certain specified calendar year net sales milestones with respect to net sales of each of Cleviprex and Kengreal.

The following table presents the consideration received, major classes of assets sold and the gain recognized on the sale of the Non-Core ACC Products:

	(in thousands)
Sale price:
Cash	$	263,807
Contingent purchase price from sale of business	65,700
Total sale price	329,507
Assets:
Inventory	2,184
Intangibles	5,210
Goodwill	33,812
Total assets sold	41,206
Gain on sale of business	$	288,301

The Company recognized a gain on sale of business of approximately $288.3 million for the nine months ended September 30, 2016 in continuing operations. Disposition related costs during 2016 of approximately $7.9 million for advisory, legal and regulatory fees incurred in connection with the sale of the Non-Core ACC Products were recorded in selling, general and administrative expenses. See Note 7, “Fair Value Measurements,” for further details on the contingent purchase price from sale of businesses.

Discontinued Operations

Sale of Hemostasis Business

On February 1, 2016, the Company completed the sale of its Hemostasis Business to Mallinckrodt pursuant to the purchase and sale agreement dated December 18, 2015 between the Company and Mallinckrodt. At the completion of the sale, the Company received approximately $174.1 million in cash from Mallinckrodt, and may receive up to an additional $235.0 million in the aggregate following the achievement of certain specified calendar year net sales milestones with respect to net sales of PreveLeak and Raplixa.

Financial results of the Hemostasis Business are presented as “Income (loss) from discontinued operations, net of tax” on the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2016.

The following table presents key financial results of the Hemostasis Business included in “Income (loss) from discontinued operations, net of tax” for the three and nine months ended September 30, 2016:

	Three Months Ended September 30,			Nine Months Ended September 30,
	2016			2016
Net product revenues	$	28		$	78
Operating expenses:
Cost of product revenue	(9		)	1,695
Research and development	(15		)	104
Selling, general and administrative	(44		)	634
Total operating expenses	(68		)	2,433
Income (loss) from operations	96			(2,355		)
Gain from sale of business	—			1,004
Other expense, net	—			(39		)
Income (loss) from discontinued operations before income taxes	96			(1,390		)
Benefit for income taxes	—			—
Income (loss) from discontinued operations, net of tax	$	96		$	(1,390	)

Cumulative translation adjustment (“CTA”) gains or losses of foreign subsidiaries related to divested businesses are reclassified into income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the sale of the Hemostasis Business, the Company reclassified $9.6 million, net of tax, of CTA gains from accumulated comprehensive loss to the Company’s results of discontinued operations. Of this amount, $8.4 million was included in the impairment loss recorded to reduce the Hemostasis Business disposal group’s carrying value to its estimated fair value, less costs to sell as of December 31, 2015 and $1.2 million was included in “Gain from sale of business” for the nine months ended September 30, 2016.