Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.19.3.a.u2
Discontinued Operations
9 Months Ended
Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

Note 17 – Discontinued Operations

 

On July 12, 2017, the Company announced plans to spin off AMSG and in the third quarter of 2017, the Company’s Board of Directors voted unanimously to spin off HTS as independent publicly traded companies by way of tax-free distributions to the Company’s stockholders. While the spin offs have taken longer than anticipated, completion of these spin offs is now expected to occur in the first quarter of 2020. The spin offs 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 spin offs should be approximately 30 to 60 days prior to the dates of the spin offs. The strategic goal of the spin offs is to create three public companies, each of which can focus on its own strengths and operational plans.

 

In accordance with ASC 205-20 and having met the criteria for “held for sale”, as the Company reached this decision prior to December 31, 2017, the Company has reflected amounts relating to AMSG and HTS as disposal groups classified as held for sale and included as part of discontinued operations. Prior to being classified as “held for sale,” AMSG had been the Company’s Decision Support and Informatics segment, except for the Company’s subsidiary, Alethea Laboratories, Inc., which had been included in the Clinical Laboratory Operations segment and now is part of AMSG, and HTS had been the Company’s Supportive Software Solutions segment. Segment disclosures in Note 16 no longer include amounts relating to AMSG and HTS following the reclassification to discontinued operations.

 

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:

 

    September 30, 2019     December 31, 2018  
    (unaudited)     (unaudited)  
Cash   $ 220     $ 4,471  
Accounts receivable, net     22,523       6,838  
Prepaid expenses and other current assets     -       25,477  
Current assets classified as held for sale   $ 22,743     $ 36,786  
                 
Accounts payable (includes related parties)   $ 514,415     $ 532,858  
Accrued expenses     493,356       418,932  
Income taxes payable     -       -  
Current portion of notes payable     268,851       278,836  
Current liabilities classified as held for sale   $ 1,276,622     $ 1,230,626  
                 
Non-current liabilities classified as held for sale   $ -     $ -  

 

HTS Assets and Liabilities:

 

    September 30, 2019     December 31, 2018  
    (unaudited)     (unaudited)  
Cash   $ 2,298     $ 2,523  
Accounts receivable, net     330,238       90,743  
Prepaid expenses and other current assets     6,867       10,300  
Current assets classified as held for sale   $ 339,403     $ 103,566  
                 
Property and equipment, net   $ 4,946     $ 5,790  
Deposits     6,029       6,029  
Non-current assets classified as held for sale   $ 10,975     $ 11,819  
                 
Accounts payable (includes related parties)   $ 710,709     $ 546,969  
Accrued expenses     714,128       520,251  
Current portion of notes payable     -       -  
Current liabilities classified as held for sale   $ 1,424,837     $ 1,067,220  

 

Total Discontinued Assets and Liabilities:

 

    September 30, 2019     December 31, 2018  
    (unaudited)     (unaudited)  
Cash   $ 2,518     $ 6,994  
Accounts receivable, net     352,761       97,581  
Prepaid expenses and other current assets     6,867       35,777  
Current assets classified as held for sale   $ 362,146     $ 140,352  
                 
Property and equipment, net   $ 4,946     $ 5,790  
Deposits     6,029       6,029  
Non-current assets classified as held for sale   $ 10,975     $ 11,819  
                 
Accounts payable (includes related parties)   $ 1,225,124     $ 1,079,827  
Accrued expenses     1,207,484       939,183  
Current portion of notes payable     268,851       278,836  
Current liabilities classified as held for sale   $ 2,701,459     $ 2,297,846  

 

Major line items constituting loss from discontinued operations in the condensed consolidated statements of operations for the three months ended September 30, 2019 and 2018 consisted of the following:

 

AMSG Loss from Discontinued Operations:

 

    Three Months Ended  
    September 30, 2019     September 30, 2018  
    (unaudited)     (unaudited)  
Revenue from services   $ 11,350     $ 13,249  
Cost of services     5,878       15,559  
Gross profit (loss)     5,472       (2,310 )
Operating expenses     60,424       93,059  
Other income (expenses)     2,912       (5,748 )
Provision for income taxes     -       -  
Loss from discontinued operations   $ (57,864 )   $ (89,621 )

 

HTS Loss from Discontinued Operations:

 

    Three Months Ended  
    September 30, 2019     September 30, 2018  
    (unaudited)     (unaudited)  
Revenue from services   $ 235,326     $ 499,317  
Cost of services     20,134       30,082  
Gross profit     215,192       469,235  
Operating expenses     295,404       532,892  
Other income     -       6,152  
Provision for income taxes     -       -  
Loss from discontinued operations   $ (80,212 )   $ (69,809 )

 

Consolidated Loss from Discontinued Operations:

 

    Three Months Ended  
    September 30, 2019     September 30, 2018  
    (unaudited)     (unaudited)  
Revenue from services   $ 246,676     $ 512,566  
Cost of services     26,012       45,641  
Gross profit     220,664       466,925  
Operating expenses     355,828       625,951  
Other expense     2,912       404  
Provision for income taxes     -       -  
Loss from discontinued operations   $ (138,076 )   $ (159,430 )

 

Major line items constituting (loss) income from discontinued operations in the condensed consolidated statements of operations for the nine months ended September 30, 2019 and 2018 consisted of the following:

 

AMSG (Loss) Income from Discontinued Operations:

 

    Nine Months Ended  
    September 30, 2019     September 30, 2018  
    (unaudited)     (unaudited)  
Revenue from services   $ 59,832     $ 92,090  
Cost of services     29,638       37,773  
Gross profit     30,194       54,317  
Operating expenses     237,042       363,944  
Other (income) expense     31,874       (819,258 )
Provision for income taxes     -       -  
(Loss) income from discontinued operations   $ (238,722 )   $ 509,631  

 

HTS Loss from Discontinued Operations:

 

    Nine Months Ended  
    September 30, 2019     September 30, 2018  
    (unaudited)     (unaudited)  
Revenue from services   $ 706,795     $ 1,291,288  
Cost of services     83,628       95,965  
Gross profit     623,167       1,195,323  
Operating expenses     1,176,381       1,577,046  
Other income     -       12,121  
Provision for income taxes     -       -  
Loss from discontinued operations   $ (553,214 )   $ (393,844 )

 

Consolidated (Loss) Income from Discontinued Operations:

 

    Nine Months Ended  
    September 30, 2019     September 30, 2018  
    (unaudited)     (unaudited)  
Revenue from services   $ 766,627     $ 1,383,378  
Cost of services     113,266       133,738  
Gross profit     653,361       1,249,640  
Operating expenses     1,413,423       1,940,990  
Other (income) expense     31,874       (807,137 )
Provision for income taxes     -       -  
(Loss) income from discontinued operations   $ (791,936 )   $ 115,787