| Discontinued Operations |
Note 18 – 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 now 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 as of June 30, 2018 from HTS to the Company of $14,545,208
and from AMSG of $7,318,608 will remain with the separated entities. The Company hopes to complete the spin off(s) in a manner
to permit it to recognize these amounts on its balance sheet as investments 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:
| |
|
June 30, 2018 |
|
|
December 31, 2017 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Cash |
|
$ |
5,121 |
|
|
$ |
9,273 |
|
| Accounts receivable, net |
|
|
5,947 |
|
|
|
19,022 |
|
| Prepaid expenses and other current assets |
|
|
25,477 |
|
|
|
25,477 |
|
| Current assets classified as held for sale |
|
$ |
36,545 |
|
|
$ |
53,772 |
|
| |
|
|
|
|
|
|
|
|
| Accounts payable (includes related parties) |
|
$ |
480,013 |
|
|
$ |
671,561 |
|
| Accrued expenses |
|
|
396,440 |
|
|
|
375,165 |
|
| Current portion of notes payable |
|
|
325,603 |
|
|
|
249,589 |
|
| Current liabilities classified as held for sale |
|
$ |
1,202,056 |
|
|
$ |
1,296,315 |
|
HTS Assets and Liabilities:
| |
|
June 30, 2018 |
|
|
December 31, 2017 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Cash |
|
$ |
6,568 |
|
|
$ |
8,281 |
|
| Accounts receivable, net |
|
|
214,962 |
|
|
|
160,715 |
|
| Prepaid expenses and other current assets |
|
|
11,451 |
|
|
|
3,964 |
|
| Current assets classified as held for sale |
|
$ |
232,981 |
|
|
$ |
172,960 |
|
| |
|
|
|
|
|
|
|
|
| Property and equipment, net |
|
$ |
11,449 |
|
|
$ |
21,078 |
|
| Deposits |
|
|
6,029 |
|
|
|
7,756 |
|
| Non-current assets classified as held for sale |
|
$ |
17,478 |
|
|
$ |
28,834 |
|
| |
|
|
|
|
|
|
|
|
| Accounts payable (includes related parties) |
|
$ |
458,976 |
|
|
$ |
407,404 |
|
| Accrued expenses |
|
|
370,782 |
|
|
|
269,135 |
|
| Current liabilities classified as held for sale |
|
$ |
829,758 |
|
|
$ |
676,539 |
|
Consolidated Discontinued Operations Assets and Liabilities:
Total Discontinued Assets and Liabilities:
| |
|
June 30, 2018 |
|
|
December 31, 2017 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Cash |
|
$ |
11,689 |
|
|
$ |
17,554 |
|
| Accounts receivable, net |
|
|
220,909 |
|
|
|
179,737 |
|
| Prepaid expenses and other current assets |
|
|
36,928 |
|
|
|
29,441 |
|
| Current assets classified as held for sale |
|
$ |
269,526 |
|
|
$ |
226,732 |
|
| |
|
|
|
|
|
|
|
|
| Property and equipment, net |
|
$ |
11,449 |
|
|
$ |
21,078 |
|
| Deposits |
|
|
6,029 |
|
|
|
7,756 |
|
| Non-current assets classified as held for sale |
|
$ |
17,478 |
|
|
$ |
28,834 |
|
| |
|
|
|
|
|
|
|
|
| Accounts payable (includes related parties) |
|
$ |
938,989 |
|
|
$ |
1,078,965 |
|
| Accrued expenses |
|
|
767,222 |
|
|
|
644,300 |
|
| Current portion of notes payable |
|
|
325,603 |
|
|
|
249,589 |
|
| Current liabilities classified as held for sale |
|
$ |
2,031,814 |
|
|
$ |
1,972,854 |
|
Major line items constituting income
(loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2018
and 2017 consisted of the following:
AMSG Loss from Discontinued Operations:
| |
|
Three Months Ended |
|
| |
|
June 30, 2018 |
|
|
June 30, 2017 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Revenue from services |
|
$ |
45,156 |
|
|
$ |
46,526 |
|
| Cost of services |
|
|
6,075 |
|
|
|
- |
|
| Gross profit |
|
|
39,080 |
|
|
|
46,526 |
|
| Operating expenses |
|
|
94,683 |
|
|
|
370,873 |
|
| Other (income) expenses |
|
|
(13,313 |
) |
|
|
11,225 |
|
| Loss from discontinued operations |
|
$ |
(42,290 |
) |
|
$ |
(335,572 |
) |
HTS Loss from Discontinued Operations:
| |
|
Three Months Ended |
|
| |
|
June 30, 2018 |
|
|
June 30, 2017 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Revenue from services |
|
$ |
441,458 |
|
|
$ |
459,512 |
|
| Cost of services |
|
|
31,665 |
|
|
|
28,677 |
|
| Gross profit |
|
|
409,793 |
|
|
|
430,835 |
|
| Operating expenses |
|
|
510,589 |
|
|
|
773,184 |
|
| Other (income) expenses |
|
|
3,491 |
|
|
|
- |
|
| Loss from discontinued operations |
|
$ |
(104,287 |
) |
|
$ |
(342,349 |
) |
AMSG Income (loss) from Discontinued Operations:
| |
|
Six Months Ended |
|
| |
|
June 30, 2018 |
|
|
June 30, 2017 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Revenue from services |
|
$ |
78,841 |
|
|
$ |
223,104 |
|
| Cost of services |
|
|
22,214 |
|
|
|
769 |
|
| Gross profit |
|
|
56,627 |
|
|
|
222,335 |
|
| Operating expenses |
|
|
270,885 |
|
|
|
897,406 |
|
| Other (income) expenses |
|
|
(813,510 |
) |
|
|
8,244 |
|
| Income (loss) from discontinued operations |
|
$ |
599,252 |
|
|
$ |
(683,315 |
) |
HTS Loss from Discontinued Operations:
| |
|
Six Months Ended |
|
| |
|
June 30, 2018 |
|
|
June 30, 2017 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Revenue from services |
|
$ |
791,971 |
|
|
$ |
774,782 |
|
| Cost of services |
|
|
65,883 |
|
|
|
75,381 |
|
| Gross profit |
|
|
726,088 |
|
|
|
699,401 |
|
| Operating expenses |
|
|
1,044,155 |
|
|
|
1,760,295 |
|
| Other (income) expenses |
|
|
5,969 |
|
|
|
- |
|
| Loss from discontinued operations |
|
$ |
(324,036 |
) |
|
$ |
(1,060,894 |
) |
Consolidated Loss from Discontinued Operations:
| |
|
Three Months Ended |
| |
|
June 30, 2018 |
|
June 30, 2017 |
| |
|
(unaudited) |
|
(unaudited) |
| Revenue from services |
|
$ |
486,614 |
|
|
$ |
506,038 |
|
| Cost of services |
|
|
37,740 |
|
|
|
28,677 |
|
| Gross profit |
|
|
448,874 |
|
|
|
477,361 |
|
| Operating expenses |
|
|
605,272 |
|
|
|
1,144,057 |
|
| Other (income) expenses |
|
|
(9,821 |
) |
|
|
11,225 |
|
| Loss from discontinued operations |
|
$ |
(146,577 |
) |
|
$ |
(677,921 |
) |
Consolidated Income (loss) from Discontinued Operations:
| |
|
Six Months Ended |
|
| |
|
June 30, 2018 |
|
|
June 30, 2017 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Revenue from services |
|
$ |
870,812 |
|
|
$ |
997,886 |
|
| Cost of services |
|
|
88,097 |
|
|
|
76,150 |
|
| Gross profit |
|
|
782,715 |
|
|
|
921,736 |
|
| Operating expenses |
|
|
1,315,040 |
|
|
|
2,657,701 |
|
| Other (income) expenses |
|
|
(807,541 |
) |
|
|
8,244 |
|
| Income (loss) from discontinued operations |
|
$ |
275,216 |
|
|
$ |
(1,744,209 |
) |
|