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Discontinued Operations
12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

3. Discontinued operations

On January 7, 2022, the Company entered into a definitive agreement (the “Dunkirk Agreement”) with ImmunityBio, Inc. (the "Dunkirk Buyer") whereby the Company agreed to sell to the Dunkirk Buyer its leasehold interest in a manufacturing facility in Dunkirk, New York (the “Dunkirk Facility”) and certain other related assets, as described below, in exchange for reimbursement of certain expenditures that the Company made in the Dunkirk Facility totaling $40.0 million. The transaction closed on February 14, 2022 and was subject to approval from the Company's lender, Oaktree. The provisions of this approval included prepayment of the senior secured loans, as described in Note 12 - Debt and Lease Obligations.

In addition to the leasehold interest in the Dunkirk Facility, the Dunkirk Buyer purchased the Company’s interests in certain leased manufacturing equipment and personal property, and owned personal property and inventory at the Dunkirk Facility, along with the Company’s rights in and obligations under its agreements relating to the Dunkirk Facility with Empire State Development ("ESD"), Fort Schuyler Management Corporation ("FSMC"), and County of Chautauqua Industrial Development Agency ("CCIDA") and other parties (collectively, the "Dunkirk Operations"). The Dunkirk Buyer assumed all capital expenditure and hiring obligations of the Company related to the Dunkirk Operations pursuant to the Company’s existing agreements with ESD and FSMC. The Company did not assign any of its rights to its corporate headquarters in Buffalo, New York, under the Dunkirk Agreement and retained all of its rights and obligations with respect to its corporate headquarters.

The Dunkirk Operations have met all conditions required to be classified as discontinued operations. Therefore, the operating results of the Dunkirk Operations are reported within loss from discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for all periods presented. The assets and liabilities related to the Dunkirk Operations are reported as assets and liabilities of discontinued operations in the accompanying balance sheets as of December 31, 2021. These assets are recorded at the lesser of cost or fair value less cost to sell. The Dunkirk Operations historically were included within the Global Supply Chain Platform on the Company's consolidated financial statements. All components within this operating segment are presented as a discontinued operation for all periods presented.

Additionally, on July 7, 2022, the Company entered into an Equity Purchase Agreement with TiHe Capital (Beijing) Co. Ltd. (the "API Buyer") pursuant to which the Company agreed to sell 100% of the equity interests in Chongqing Taihao Pharmaceutical Co., Ltd. and Athenex Pharmaceuticals (Chongqing) Limited (the “Equity Interests”) for RMB129.4 million, or approximately $18 million (“EPA Purchase Price”). The Equity Interests primarily represent the Company’s ownership of its active pharmaceutical ingredient (“API”) manufacturing business in China, including the right to operate the Taihao API facility in Chongqing, China, and its lease for the Sintaho API facility in Chongqing, China, with Chongqing Maliu Riverside Development and Investment Co., LTD (“CQ”), (collectively "China API Operations"). This transaction closed on November 16, 2022, (the “Closing Date”), upon which date the Buyer paid 70% of the EPA Purchase Price to the Company in cash. The remainder of the EPA Purchase Price will be paid in cash, with 20% of the EPA Purchase Price to be paid within three months after the Closing Date and the remaining balance of the EPA Purchase Price to be paid within six months after the Closing Date. Such amounts are included within prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2022.

The China API Operations met all conditions required to be classified as discontinued operations. Therefore, the operating results of the China API Operations are reported within loss from discontinued operations in the accompanying consolidated statements of operations and comprehensive loss. The assets and liabilities related to the China API Operations are reported as assets and liabilities of discontinued operations in the accompanying balance sheets as of December 31, 2022 and 2021. These assets are recorded at the lesser of cost or fair value less cost to sell. The China API Operations historically were included within the Global Supply Chain Platform on the Company's consolidated financial statements. All components within this operating segment are presented as a discontinued operation for all periods presented.

Further, on December 16, 2022, the Company announced that it is exiting the 503B sterile compounding business operated out of its facility in Clarence, NY. The Company will cease production of its 503B products in the first quarter of 2023. The 503B operations met all conditions required to be classified as a discontinued operation. Therefore, the operating results of the 503B operations are reported within loss from discontinued operations in the accompanying consolidated statements of operations and comprehensive loss. The assets and liabilities related to the 503B Operations are reported as assets and liabilities of discontinued operations in the accompanying balance sheets as of December 31, 2022 and 2021. These assets are recorded at the lesser of cost or fair value less cost to sell. The 503B Operations have historically been included within the Global Supply Chain Platform on the Company's consolidated financial statements and are presented as a discontinued operation for all periods presented.

The following table presents the financial results of the discontinued operations (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Discontinued Dunkirk operations:

 

 

 

 

 

 

Selling, general, and administrative expenses

 

$

(1,922

)

 

$

(10,183

)

Gain on sale of discontinued operation

 

 

14,464

 

 

 

 

Income from government grant

 

 

 

 

 

2,459

 

Interest expense

 

 

(2

)

 

 

(32

)

(Loss) gain from discontinued Dunkirk operations

 

$

12,540

 

 

$

(7,756

)

Discontinued China API operations:

 

 

 

 

 

 

Revenue

 

$

1,916

 

 

$

5,060

 

Cost of sales

 

 

(8,212

)

 

 

(2,707

)

Research and development expenses

 

 

(1,324

)

 

 

(1,239

)

Selling, general, and administrative expenses

 

 

(7,074

)

 

 

(6,273

)

Gain on sale of discontinued operation

 

 

724

 

 

 

 

Impairments

 

 

(224

)

 

 

(23,823

)

Other income

 

 

3,118

 

 

 

102

 

Interest expense

 

 

(12

)

 

 

(53

)

Pre-tax loss from discontinued China API operations

 

 

(11,088

)

 

 

(28,933

)

Income tax expense

 

 

(1,194

)

 

 

 

Loss from discontinued China API operations

 

$

(12,282

)

 

$

(28,933

)

Discontinued 503B operations:

 

 

 

 

 

 

Revenue

 

$

23,315

 

 

$

19,753

 

Cost of sales

 

 

(22,929

)

 

 

(16,813

)

Research and development expenses

 

 

(1,249

)

 

 

(1,290

)

Selling, general, and administrative expenses

 

 

(3,354

)

 

 

(2,050

)

Impairments

 

 

(1,488

)

 

 

(4,585

)

Interest expense

 

 

(1

)

 

 

(8

)

Loss from discontinued 503B operations

 

$

(5,706

)

 

$

(4,993

)

Loss from discontinued operations

 

$

(5,448

)

 

$

(41,682

)

The Dunkirk operations selling, general, and administrative costs during the periods presented was comprised primarily of compensation and consultant expenses, as well as operating expenses needed to prepare the facility. The gain on sale of the Dunkirk discontinued operation was the result of the $40.0 million cash proceeds from the sale, less the net book value of assets and liabilities transferred to the Dunkirk Buyer, including property and equipment of $27.1 million, accounts payable and accrued expenses of $1.3 million and current and long-term finance lease obligations of $0.2 million.

The revenue and cost of sales of the China API discontinued operation arose from the sales of API. Cost of sales of the China API discontinued operation includes a write-off of excess and obsolete inventory of $7.1 million for the year ended December 31, 2022. Research and development costs of the China API discontinued operation represent development of API manufacturing methods and API product development for the Company's Orascovery platform. Other income of the China API discontinued operation includes the sale of pilot product which was previously developed at the facility and included within research and development expense. The impairment expense recognized during 2021 was related to the impairment of goodwill and other intangible assets.

The revenue and cost of sales of the 503B operations arose from the sales of 503B products to hospitals and end users. Research and development costs represented the development of manufacturing methods and products for the 503B operations. The selling, general, and administrative costs during the years presented was comprised primarily of compensation expenses and operating expenses needed to operate the facility.

The consolidated statements of cash flows include cash flows related to the discontinued operations due to the Company's centralized treasury and cash management processes. The following table presents additional cash flow information for the discontinued operations (in thousands):

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Supplemental information for discontinued Dunkirk operations:

 

 

 

 

 

 

Depreciation expense

 

$

185

 

 

$

321

 

Gain on sale of discontinued operation

 

 

(14,464

)

 

 

 

Cash paid for capital expenditures

 

 

(1,949

)

 

 

(14,943

)

Repayment of finance lease obligations

 

 

(7

)

 

 

(77

)

Supplemental information for discontinued China API operations:

 

 

 

 

 

 

Depreciation and amortization expense

 

$

1,384

 

 

$

913

 

Impairments

 

 

224

 

 

 

23,823

 

Gain on sale of discontinued operation

 

 

(724

)

 

 

 

Write-off of inventory

 

 

7,120

 

 

 

 

Cash paid for capital expenditures

 

 

(107

)

 

 

(7,607

)

Proceeds from issuance of debt

 

 

 

 

 

783

 

Repayment of long-term debt

 

 

(785

)

 

 

(775

)

Non-cash settlement of debt transferred to China API buyer

 

 

(6,831

)

 

 

 

Supplemental information for discontinued 503B operations:

 

 

 

 

 

 

Depreciation expense

 

$

577

 

 

$

631

 

Impairments

 

 

1,488

 

 

 

4,585

 

Provision for credit losses

 

 

482

 

 

 

141

 

Cash paid for capital expenditures

 

 

(110

)

 

 

(316

)

Repayment of finance lease obligations

 

 

(16

)

 

 

(206

)

The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations (in thousands):

 

 

December 31,

 

 

 

2022

 

 

2021

 

Discontinued Dunkirk operations:

 

 

 

 

 

 

Prepaid expenses and other current assets

 

$

 

 

$

1,280

 

Property and equipment, net

 

 

 

 

 

26,841

 

Discontinued China API operations:

 

 

 

 

 

 

Accounts receivable, net of provision for credit losses of $0 and $110, respectively

 

$

 

 

$

351

 

Inventories

 

 

 

 

 

7,636

 

Prepaid expenses and other current assets

 

 

 

 

 

3,563

 

Property and equipment, net

 

 

 

 

 

22,797

 

Operating lease right-of-use assets, net

 

 

 

 

 

575

 

Discontinued 503B operations:

 

 

 

 

 

 

Accounts receivable, net of provision for credit losses of $137 and $127, respectively

 

$

4,775

 

 

$

3,507

 

Inventories

 

 

2,366

 

 

 

3,981

 

Property and equipment, net

 

 

167

 

 

 

1,997

 

Total assets attributable to discontinued operations

 

$

7,308

 

 

$

72,528

 

Discontinued Dunkirk operations:

 

 

 

 

 

 

Accounts payable

 

$

 

 

$

3,763

 

Accrued expenses

 

 

 

 

 

1,198

 

Current portion of finance lease obligation

 

 

 

 

 

101

 

Long-term finance lease obligation

 

 

 

 

 

125

 

Discontinued China API operations:

 

 

 

 

 

 

Accounts payable

 

$

 

 

$

2,224

 

Accrued expenses

 

 

 

 

 

568

 

Current portion of operating lease liabilities

 

 

 

 

 

431

 

Current portion of long-term debt

 

 

 

 

 

784

 

Long-term debt and lease obligations

 

 

 

 

 

7,849

 

Discontinued 503B operations:

 

 

 

 

 

 

Accounts payable

 

$

5,074

 

 

$

2,033

 

Accrued expenses

 

 

644

 

 

 

208

 

Current portion of finance lease obligation

 

 

 

 

 

21

 

Total liabilities attributable to discontinued operations

 

$

5,718

 

 

$

19,305