Note 6 - Sale of Subsidiaries and Discontinued Operations | 3 Months Ended |
Mar. 31, 2014 |
Notes | ' |
Note 6 - Sale of Subsidiaries and Discontinued Operations | ' |
NOTE 6 – SALE OF SUBSIDIARIES AND DISCONTINUED OPERATIONS |
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Cogility Software Corporation – On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC (“Drumright”) that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of its subsidiary, Cogility Software Corporation (“Cogility”) to Drumright in exchange for $3,975,000 in cash and a $3,000,000 receivable. The $3,000,000 was originally receivable as follows: $1,500,000 on August 11, 2013, less an estimated $32,258 in connection with a certain military contract delay, and $1,500,000 on February 11, 2014. In addition, Acquired Sales was required to hold $300,000 in an escrow account for potential subsequent claims. Acquired Sales was responsible for all costs and expenses and retained all accounts receivable relating to work performed by Cogility on revenue contracts through January 31, 2013, with those costs, expenses and revenue transitioning to Drumright thereafter. Acquired Sales retained a contract to create “legal analytics” software. The carrying value of Cogility’s net liabilities, excluding accounts receivable, was $32,899. |
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Under the terms of the agreement, Acquired Sales was required to transfer Cogility to Drumright without any liabilities. To accomplish this requirement, the $3,975,000 down payment was placed into an escrow account and to the extent necessary was used to pay Cogility’s liabilities, including liabilities that were secured by Cogility’s assets or its capital stock. |
The Company agreed to indemnify Drumright for losses caused by breach of the Company’s representations and warranties. In March 2013, Drumright notified the Company of the existence of a second amendment to a license agreement between Cogility and one of its customers that was effective April 2007. On July 16, 2013 the parties entered into a Compromise and Release agreement whereby the parties agreed to reduce the purchase price by $2,000,000 by reducing the $3,000,000 receivable to $1,000,000 due and paid on February 11, 2014 As a result of the Compromise and Release agreement, the Company reduced the gain on disposal of discontinued operations relating to the sale of Cogility to $5,077,899. |
The historical results of Cogility’s operations have been reclassified to discontinued operations. Operating results of Cogility included in discontinued operations for the three months ended March 31, 2013 were as follows: |
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Revenues | $345,220 |
Cost of services | 105,762 |
Gross profit | 239,458 |
Selling and general and administrative expenses | 191,914 |
Income from operations | 47,544 |
Gain from extinguishment of debt | 202,573 |
Interest expense | -4,971 |
Income before provision for income taxes | 245,146 |
Income taxes | 800 |
Income from Discontinued Operations | $244,346 |
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Defense & Security Technology Group, Inc. – Acquired Sales purchased 100% of the equity interests of Defense & Security Technology Group, Inc. (“DSTG”) on February 13, 2012. The results of DSTG’s operations have been included in the consolidated financial statements from February 14, 2012 through September 30, 2013. |
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On September 30, 2013 Acquired Sales sold 100% of the common stock of DSTG back to the previous shareholder for $1. The Company recognized a loss on sale of $104,946 during the year ended December 31, 2013 and a gain of $7,941 during the three months ended March 31, 2014. The historical results of DSTG’s operations have been reclassified to discontinued operations. Operating results of DSTG included in discontinued operations for the three months ended March 31 2013 were as follows: |
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Revenues | $- |
Selling and general and administrative expenses | $90,545 |
Net Loss from Discontinued Operations | $90,545 |