XML 64 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Discontinued Operations
9 Months Ended 12 Months Ended
Sep. 30, 2012
Dec. 31, 2011
Discontinued Operations [Abstract]    
Discontinued Operations

Note 4—Discontinued Operations

On August 31, 2012, the Company sold all of the shares of common stock of Agera held by the Company, which represents 57% of the outstanding common stock of Agera, to Rohto Pharmaceutical Co., Ltd. for approximately $1.0 million. Accordingly, all operating results from continuing operations exclude the results for Agera which are presented as discontinued operations for all prior year numbers. The Company recorded a gain of approximately $0.4 million on the sale.

As of December 31, 2011, the assets ($188 accounts receivable, net, $271 inventory and $39 prepaid expenses) and liabilities of Agera have been segregated as assets and liabilities of discontinued operations in the accompanying consolidated balance sheets. The financial results of Agera are classified as discontinued operations in the accompanying Consolidated Statement of Operations. Summary financial information related to discontinued operations is as follows:

 

                                 
    For the three
months ended
September 30, 2012
    For the three
months ended
September 30, 2011
    For the nine
months ended
September 30, 2012
    For the nine
months ended
September 30, 2011
 

Product sales

  $ 142     $ 159     $ 516     $ 621  

Cost of sales

    65       93       275       317  
   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    77       66       241       304  
         

Operating income (loss)

  $ 20     $ (38   $ 27     $ 22  
         

Net income (loss)

  $ 11     $ (32   $ (2   $ (19

Note 5—Discontinued Operations

On June 7, 2012, the Company entered into a share purchase agreement (Agreement) with Rohto Pharmaceutical Co., Ltd. (Purchaser), pursuant to which the Company agreed to sell to Purchaser all of the shares of common stock of Agera held by the Company (the Agera Shares), which represents 57% of the outstanding common stock of Agera. The closing of the Agreement is expected to take place on August 31, 2012, or such earlier time as the parties agree. Pursuant to the Agreement, the purchase price (Purchase Price) for the Agera Shares will be (i) $850,000; plus (ii) the amount equivalent to 57% of total sum of the cash held by Agera at the date of closing; plus (iii) the amount equivalent to 57% of Agera’s accounts receivable less allowance for uncollectible account at the date of closing. Purchaser paid $400,000 of the Purchase Price (the Initial Payment) within ten business days after the execution of the Agreement, with the remaining portion of the Purchase Price to be paid within ten business days after the closing date. In the event that the Agreement is terminated due to a material breach of the Agreement by the Company the Initial Payment shall be returned to Purchaser. In the event that the Agreement is terminated due to the material breach of the Agreement by Purchaser or due to Purchaser’s failure to close the transaction by August 31, 2012, the Initial Payment shall be deemed nonrefundable and shall be retained by the Company. Accordingly, all operating results from continuing operations exclude the results for Agera which are presented as discontinued operations. The Company will not have continuing involvement after the sale and the Company expects to record a gain on the sale.

The assets and liabilities of Agera have been segregated as assets and liabilities of discontinued operations in the accompanying consolidated balance sheets. In addition, the financial results of Agera are classified as discontinued operations in the accompanying Consolidated Statement of Operations. Summary financial information related to discontinued operations is as follows:

 

As of December 31, 2011 and 2010, assets and liabilities classified as discontinued operations on the consolidated balance sheets are as follows:

 

                 
    December 31,
2011
    December 31,
2010
 

Accounts receivable, net

  $ 188,439     $ 229,891  

Inventory

    266,347       258,939  

Prepaid expenses

    42,667       62,028  
   

 

 

   

 

 

 

Current assets of discontinued operations

  $ 497,453     $ 550,858  
   

 

 

   

 

 

 

Accounts payable

    11,855       36,224  

Accrued expenses

    7,782       4,909  
   

 

 

   

 

 

 

Current liabilities of discontinued operations

  $ 19,637     $ 41,133  
   

 

 

   

 

 

 

As of December 31, 2011 and 2010, loss from discontinued operations on the consolidated statement of operations included the foreign subsidiaries and Agera. Agera’s loss from discontinued operations on the consolidated statement of operations is as follows:

 

                                     
    Successor     Successor     Successor          Predecessor  
    For the year ended
December 31, 2011
    For the year ended
December 31, 2010
    Cumulative period
from September 1,
2009 (date of
inception) to
December 31, 2011
         Cumulative period
from December 28,
1995 (date of
inception) to
August 31, 2009
 

Product sales

  $ 812,235     $ 936,369     $ 2,078,545         $ 3,428,882  

Cost of sales

    451,078       502,648       1,135,775           1,876,877  
   

 

 

   

 

 

   

 

 

       

 

 

 

Gross profit

    361,157       433,721       942,770           1,552,005  
           

Operating income (loss)

  $ (54,853   $ 23,492     $ (27,733       $ (5,259,848
           

Net income (loss)

  $ (73,062   $ (28,406   $ (113,330       $ (3,460,325