Sale of Puerto Rico Subsidiary

9 Months Ended

Sep. 30, 2021

Discontinued Operations and Disposal Groups [Abstract]

During the fourth quarter of 2020, the Company entered into a stock purchase agreement (the “SPA”) with one of its existing radiopharmacy customers to sell all the stock of its Puerto Rico radiopharmacy subsidiary. The assets were classified as held for sale and the Company determined that the fair value of the net assets being sold significantly exceeded the carrying value as of December 31, 2020. The transaction was consummated on January 29, 2021.

The purchase price for the stock sale was $18.0 million in cash, which includes a holdback amount of $1.8 million to be due to the Company in January 2022; the purchase price also included a working capital adjustment. The SPA contains customary representations, warranties and covenants by each of the parties. Subject to certain limitations, the buyer will be indemnified for damages resulting from breaches or inaccuracies of the Company’s representations, warranties and covenants in the SPA.

As part of the transaction, the Company and the buyer also entered into a customary transition services agreement and a long-term supply contract under which the Company will supply the buyer with certain of the Company’s products on commercial terms and under which the buyer has agreed to certain product minimum purchase commitments.

The Company does not believe this sale of certain net assets, reported as held for sale in the international segment prior to the change in segments in the first quarter of 2021, constituted a strategic shift that would have a major effect on its operations or financial results. As a result, this transaction is not classified as discontinued operations in the Company’s accompanying condensed consolidated financial statements.

The following table summarizes the major classes of assets and liabilities sold as of January 29, 2021 (date of sale) and held for sale as of December 31, 2020:



(in thousands)	January 29, 2021		December 31, 2020
Current Assets:
Cash and cash equivalents	$	540	$	941
Accounts receivable, net	1,959		2,191
Inventory	530		420
Other current assets	65		43
Total current assets	3,094		3,595
Non-Current Assets:
Property, plant & equipment, net	780		761
Intangibles, net	96		96
Other long-term assets	774		790
Total assets held for sale	$	4,744	$	5,242

Current Liabilities:
Accounts payable	$	185	$	224
Accrued expense and other liabilities	369		661
Total current liabilities	554		885
Non-Current Liabilities:
Asset retirement obligations	306		302
Other long-term liabilities	588		606
Total liabilities held for sale	$	1,448	$	1,793

The sale resulted in a pre-tax book gain of $15.3 million, which was recorded within operating income in the condensed consolidated statements of operations for the nine months ended September 30, 2021.