Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.8.0.1
Discontinued Operations
3 Months Ended
Mar. 31, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

Note 15 – Discontinued Operations

 

On July 12, 2017, the Company announced plans to spin off its Advanced Molecular Services Group (“AMSG”) and in the third quarter of 2017 the Company’s Board of Directors voted unanimously to spin off the Company’s wholly-owned subsidiary, Health Technology Solutions, Inc. (“HTS”), as independent publicly traded companies by way of tax-free distributions to the Company’s stockholders. Completion of these spinoffs is expected to occur in the second half of 2018. The Board of Directors is currently considering if AMSG and HTS would be better as one combined spinoff instead off two. The spinoffs are subject to numerous conditions, including effectiveness of Registration Statements on Form 10 to be filed with the Securities and Exchange Commission, and consents, including under various funding agreements previously entered into by the Company. A record date to determine those stockholders entitled to receive shares in the spinoffs should be approximately 30 to 60 days prior to the dates of the spinoffs. The strategic goal of the spinoffs is to create three (or two) public companies, each of which can focus on its own strengths and operational plans. In addition, after the spinoffs, each company will provide a distinct and targeted investment opportunity.

 

The Company has reflected the amounts relating to AMSG and HTS as disposal groups classified as held for sale and included in discontinued operations in the Company’s accompanying consolidated financial statements. Prior to being classified as held for sale, AMSG had been included in the Decision Support and Informatics division, except for the Company’s subsidiary, Alethea Laboratories, Inc., which had been included in the Clinical Laboratories division and HTS had been included in the Company’s Supportive Software Solutions division. The segment disclosures included in our results of operations no longer include amounts relating to AMSG and HTS following the reclassification to discontinued operations except that the inter-company debt from HTS to the Company of $14,461,338 and from AMSG of $7,181,685 has not been separated. The Company hopes to complete the spin off(s) in a manner to permit it to recognize these amounts as investment in the divisions.

 

Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the condensed consolidated balance sheets consisted of the following:

 

AMSG Assets and Liabilities:

 

    March 31, 2018     December 31, 2017  
    (unaudited)     (unaudited)  
Cash   $ 5,314     $ 9,273  
Accounts receivable, net     576       19,022  
Prepaid expenses and other current assets     25,477       25,477  
Current assets classified as held for sale   $ 31,367     $ 53,772  
                 
Property and equipment, net   $ -     $ -  
Deposits     -       -  
Non-current assets classified as held for sale   $ -     $ -  
                 
Accounts payable (includes related parties)   $ 674,425     $ 671,561  
Accrued expenses     388,666       375,165  
Current portion of notes payable     228,421       249,589  
Current liabilities classified as held for sale   $ 1,291,512     $ 1,296,315  
                 
Non-current liabilities classified as held for sale   $ -     $ -  

 

HTS Assets and Liabilities:

 

    March 31, 2018     December 31, 2017  
    (unaudited)     (unaudited)  
Cash   $ 1,727     $ 8,281  
Accounts receivable, net     166,774       160,715  
Prepaid expenses and other current assets     22,183       3,964  
Current assets classified as held for sale   $ 190,684     $ 172,960  
                 
Property and equipment, net   $ 15,883     $ 21,078  
Deposits     6,029       7,756  
Non-current assets classified as held for sale   $ 21,912     $ 28,834  
                 
Accounts payable (includes related parties)   $ 500,235     $ 407,404  
Accrued expenses     271,245       269,135  
Current liabilities classified as held for sale   $ 771,480     $ 676,539  
                 
Non-current liabilities classified as held for sale   $ -     $ -  

 

Consolidated Discontinued Operations Assets and Liabilities:

 

    March 31, 2018     December 31, 2017  
    (unaudited)     (unaudited)  
Cash   $ 7,041     $ 17,554  
Accounts receivable, net     167,350       179,737  
Prepaid expenses and other current assets     47,660       29,441  
Current assets classified as held for sale   $ 222,051     $ 226,732  
                 
Property and equipment, net   $ 15,883     $ 21,078  
Deposits     6,029       7,756  
Non-current assets classified as held for sale   $ 21,912     $ 28,834  
                 
Accounts payable (includes related parties)   $ 1,174,660     $ 1,078,965  
Accrued expenses     659,911       644,300  
Current portion of notes payable     228,421       249,589  
Current liabilities classified as held for sale   $ 2,062,992     $ 1,972,854  
                 
Non-current liabilities classified as held for sale   $ -     $ -  

 

Major line items constituting loss from discontinued operations in the consolidated statements of operations for the three months ended March 31, 2018 and 2017 consisted of the following:

 

AMSG Income (Loss) from Discontinued Operations:

 

    Three Months Ended March 31,  
    2018     2017  
    (unaudited)     (unaudited)  
Revenue from services   $ 33,685     $ 176,578  
Cost of services     16,138       769  
Gross profit     17,547       175,809  
Operating expenses     176,202       526,533  
Other income/expenses     (800,197 )     (2,978 )
Income/(Loss) from discontinued operations   $ 641,542     $ (347,746 )

 

HTS Income (Loss) from Discontinued Operations:

 

    Three Months Ended March 31,  
    2018     2017  
    (unaudited)     (unaudited)  
Revenue from services   $ 355,147     $ 315,270  
Cost of services     34,218       46,704  
Gross profit     320,929       268,566  
Operating expenses     538,199       987,111  
Other income/expenses     2,478       -  
Income/(Loss) from discontinued operations   $ (219,748 )   $ (718,545 )

 

Consolidated Income/(Loss) from Discontinued Operations:

 

    Three Months Ended March 31,  
    2018     2017  
    (unaudited)     (unaudited)  
Revenue from services   $ 388,832     $ 491,848  
Cost of services     50,356       47,473  
Gross profit     338,476       444,375  
Operating expenses     714,402       1,513,645  
Other income (expenses)     (797,719 )     (2,978 )
Income/(Loss) from discontinued operations   $ 421,793     $ (1,066,292 )