Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Mar. 31, 2014 |
Summary of Significant Accounting Policies [Abstract] | ' |
Accounting Estimates | ' |
Accounting Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods. Our management believes the estimates utilized in preparing our consolidated financial statements are reasonable. Actual results could differ from these estimates. |
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements. |
Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry unit and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability. |
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Allowance for Sales Returns: In the direct response industry, purchased items are generally returnable for a certain period after purchase. We attempt to estimate returns and provide an allowance for sales returns where applicable. Our estimates are based on historical experience and knowledge of the products sold. The allowance for estimated sales returns totaled $0 and approximately $157,000 at March 31, 2014 and 2013, respectively, and is included in accrued expenses. |
Goodwill: Goodwill is not amortized but is subject to periodic testing for impairment in accordance with Accounting Standards Codification ("ASC") Topic 350 -- Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment. The test for impairment was to be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. In connection with the Company's decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its investment in this component and therefore recorded a loss of $9,300,000 related to the associated goodwill, which was recorded in loss from discontinued operations. |
The following provides a roll-forward of the Company's goodwill: |
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Balance as of April 1, 2013 | $ | 9,300,000 | | | | | | | | | | | | | | | | | | | |
Impairment | | (9,300,000 | ) | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2014 | $ | - | | | | | | | | | | | | | | | | | | | |
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Intangible Assets: Intangible assets include acquired customer relationships, urls and trademarks. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets of five years in accordance with ASC Topic 350 -- Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. In connection with the Company's decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded a loss of approximately $5,331,000 which represented the excess carrying value over the related fair value of these assets, which was recorded in loss from discontinued operations. |
Income Taxes: We use the asset and liability method to determine our income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
Cash and cash equivalents are recorded in the balance sheet at cost, which approximates fair value. All highly liquid investments purchased with an original maturity of three months or less are to be considered cash equivalents. |
Restricted Cash | ' |
Restricted Cash |
Restricted cash totaling $83,267 and $450,000 at March 31, 2014 and 2013, respectively, represents funds held by eDiets credit card processors. |
Revenue Recognition | ' |
Revenue Recognition |
We recognize revenue from product sales in accordance with FASB ASC 605 - Revenue Recognition. Following agreements or orders from customers, we ship products to our customers often through a third party facilitator. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customer's order is received and we receive acknowledgment of receipt by a third party shipper and collection is reasonably assured. |
We recognized deferred revenue for our dietary meal delivery program as payment was made in advance of the actual meal delivery. We also recognize deferred revenue related to our online dietary subscription services as payments are made in advance of the full subscription period. As of March 31, 2014 and 2013, we had deferred revenue of approximately $39,000 and $174,000, respectively. |
The Company has a return policy on its ASTV sales whereby the customer can return any product within 60-days of receipt for a full refund, excluding shipping and handling. However, historically the Company has accepted returns past 60-days of receipt. The Company provides an allowance for returns based upon specific product warranty agreements and past experience and industry knowledge. All significant returns for the periods presented have been offset against gross sales. The Company also provides a reserve for warranties, which is not significant and is included in accrued expense. |
eDiets' meal delivery revenue, through the divestiture date, was recognized upon delivery and transfer of title to the product. This occurred upon shipment from the Company's fulfillment center and delivery to the end-customer. eDiets' digital revenue is generated by the Company offering membership subscriptions to the proprietary content contained in its websites. Subscriptions were paid in advance, mainly via credit/debit cards, and cash receipts are recognized as deferred revenue and are recorded as revenue on a straight-line basis over the period of the digital plan subscription. Commencing in fiscal 2014, the Company changed its billing policies for subscriptions, charging our customers on a monthly basis rather than annually in advance. |
Receivables | ' |
Receivables |
Accounts receivable consists of amounts due from the sale of our direct response, home shopping related products and dietary programs. Our allowance for doubtful accounts at March 31, 2014, and 2013, totaled $22,000 and $152,000, respectively. The allowances are estimated based on historical customer experience and industry knowledge. |
Inventories and Advances on Inventory Purchases | ' |
Inventories and Advances on Inventory Purchases |
Inventories are stated at the lower of cost or market. Cost is determined using a first-in, first-out, or FIFO, method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value. |
Advances on inventory purchases represent payments made to our product suppliers in advance of delivery to the Company. It is common industry practice to require a substantial deposit against products ordered before commencement of manufacturing, particularly with off-shore suppliers. Additional advance payments may also be required upon achievement of certain agreed upon manufacturing or shipment benchmarks. Upon delivery and receipt by the Company of the items ordered, and the Company taking title to the goods, the balances are transferred to inventory. |
Property, Plant and Equipment, net | ' |
Property and Equipment, net |
We record property, equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the remaining term of the lease. |
Property and equipment, net consists of the following: |
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Property and equipment | | Estimated | | March 31, | | March 31, | | | | | | | | | | | | | |
Useful Lives | 2014 | 2013 | | | | | | | | | | | | |
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Computers and software | | 3 Years | | $ | 61,892 | | $ | 120,041 | | | | | | | | | | | | | |
Office equipment and furniture | | 5-7 Years | | | 67,693 | | | 94,248 | | | | | | | | | | | | | |
Leasehold improvements | | 1-3 Years | | | 62,610 | | | 62,610 | | | | | | | | | | | | | |
| | | | | 192,195 | | | 276,899 | | | | | | | | | | | | | |
Less: accumulated depreciation and amortization | | | | | (148,397 | ) | | (132,098 | ) | | | | | | | | | | | | |
| | | | $ | 43,798 | | $ | 144,801 | | | | | | | | | | | | | |
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Depreciation and amortization of leasehold improvements totaled approximately $58,418 and $59,741 for the years ended March 31, 2014 and 2013, respectively, and were charged to general and administrative expenses. |
Intangible Assets | ' |
Intangible Assets |
Intangible assets consisted of the following at March 31, 2014 and 2013: |
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| | March 31, | | | Amortization | | | Impairment | | | Additions | | | March 31, | | Estimated |
2013 | Expense for the | 2014 | Useful Life |
| Year Ended | | |
| March 31, | | |
| 2014 | | |
Customer relationships | | $ | 6,000,000 | | | $ | | | | $ | (5,000,000 | ) | | $ | - | | | $ | 1,000,000 | | 5 years |
URL's | | | 1,000,000 | | | | | | | | (660,000 | ) | | | 98,956 | | | | 438,956 | | 5 years |
Trademarks | | | 859,439 | | | | | | | | (588,439 | ) | | | - | | | | 271,000 | | 5 years |
AsSeenOnTV.com | | | 2,839,216 | | | | | | | | | | | | - | | | | 2,839,216 | | Indefinite |
| | | 10,698,655 | | | | | | | | (6,248,439 | ) | | | 98,956 | | | | 4,549,172 | | |
Accumulated amortization | | | (131,000 | ) | | | (947,100 | ) | | | 917,000 | | | | - | | | | (161,100 | ) | |
| | $ | 10,567,655 | | | $ | (947,100 | ) | | $ | (5,331,439 | ) | | $ | 98,956 | | | $ | 4,388,072 | | |
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Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. |
The straight-line method is being used to amortize the Company's finite lived intangible assets over their respective lives. Related amortization expense recognized was approximately $947,000 and $131,000 for the years ended March 31, 2014 and 2013, respectively. Amortization expense for the next five succeeding fiscal years is estimated as follows: |
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March 31, | | | | | | | | | | | | | | | | | | | | | |
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2015 | $342,000 | | | | | | | | | | | | | | | | | | | | |
2016 | $342,000 | | | | | | | | | | | | | | | | | | | | |
2017 | $342,000 | | | | | | | | | | | | | | | | | | | | |
2018 | $342,000 | | | | | | | | | | | | | | | | | | | | |
2019 | $181,000 | | | | | | | | | | | | | | | | | | | | |
Earnings (Loss) Per Share | ' |
Earnings (Loss) Per Share |
Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. |
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The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share from continuing operations and basic and diluted loss per share from discontinued operations and net income (loss) per share for the years ended March 31, 2014 and 2013, respectively. |
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| Year ended March 31, | | | | | | | | | | | | | | | | |
| 2014 | | 2013 | | | | | | | | | | | | | | | | |
Income from continuing operations | $ | 5,996,275 | | $ | 4,136,469 | | | | | | | | | | | | | | | | |
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Loss from discontinued operations, net of income tax | | (15,325,697 | ) | | (439,710 | ) | | | | | | | | | | | | | | | |
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Net income (loss) | $ | (9,329,422 | ) | $ | 3,696,759 | | | | | | | | | | | | | | | | |
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Weighted-average number of common shares outstanding | | 71,604,248 | | | 40,539,166 | | | | | | | | | | | | | | | | |
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Incremental shares from the assumed exercise of dilutive securities: | | | | | | | | | | | | | | | | | | | | | |
Dilutive options | | 8,652 | | | 9,371 | | | | | | | | | | | | | | | | |
Dilutive warrants | | 1,086,343 | | | 2,891,094 | | | | | | | | | | | | | | | | |
| | 72,699,243 | | | 43,439,631 | | | | | | | | | | | | | | | | |
Income (loss) per common share: | | | | | | | | | | | | | | | | | | | | | |
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Basic | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | $ | 0.08 | | $ | 0.1 | | | | | | | | | | | | | | | | |
Discontinued operations | | (0.21 | ) | | (0.01 | ) | | | | | | | | | | | | | | | |
Income (loss) per share | $ | (0.13 | ) | $ | 0.09 | | | | | | | | | | | | | | | | |
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Diluted: | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | $ | 0.08 | | $ | 0.1 | | | | | | | | | | | | | | | | |
Discontinued operations | | (0.21 | ) | | (0.01 | ) | | | | | | | | | | | | | | | |
Income (loss) per share | $ | (0.13 | ) | $ | 0.09 | | | | | | | | | | | | | | | | |
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The following securities were not included in the computation of diluted net earnings per share as their effective would be anti-dilutive: |
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| | Three Months Ended | | | | | | | | | | | | | | |
December 31, | | | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | | | | | | |
Stock options | | | 7,113,115 | | | | 1,561,250 | | | | | | | | | | | | | | |
Warrants | | | 63,375,527 | | | | 25,633,263 | | | | | | | | | | | | | | |
| | | 70,488,642 | | | | 27,194,513 | | | | | | | | | | | | | | |
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Subsequent to March 31, 2014, the Company entered into two transactions issuing a material number of common shares and warrants. See Note 15. On April 2, 2014, the Company entered into the Agreement and Plan of Merger issuing 452,960,490 shares of common stock. On April 3, 2014, the Company entered into a Senior Note Purchase Agreement in the principal amount of $10,180,000, which transaction included the issuance of a common stock purchase warrant, exercisable at $0.0001 per share until April 3, 2015, unless extended, for 4.99% of the Company's common stock outstanding on a fully diluted basis on the date of exercise. The above earnings (loss) per share calculations do not reflect these additional common shares and warrants which, if included, would have had a material dilutive effect on income per share from continuing operations for both fiscal 2014 and 2013. |
Share-Based Payments | ' |
Share-Based Payments |
We recognize share-based compensation expense on stock option awards under the provisions of ASC 718 Compensation - Stock Compensation. Compensation expense is recognized on that portion of option awards that are expected to ultimately vest over the vesting period from the date of grant. All options granted vest over their requisite service periods which can vary from 6 months to 5 years. We granted no stock options or other equity awards which vest based on performance or market criteria. We had applied an estimated forfeiture rate to all share-based awards, which represents that portion we expected would be forfeited over the vesting period. We reevaluate this analysis periodically and adjust our estimated forfeiture rate as necessary. |
We utilized the Black-Scholes option pricing model to estimate the fair value of our stock options. Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. |
In addition, under the provisions of ASC 805-Business Combinations, the Company recognized as stock-based compensation the difference in fair value between the eDiets options outstanding at the acquisition date and the replacement ASTV options granted. The fair value of the eDiets' options replaced was recorded as consideration transferred in the acquisition. The excess fair value of the ASTV replacement options over the fair value of the eDiets options was recognized as compensation cost in the year ended March 31, 2013 since substantially all the options were fully vested. Accordingly, the Company recorded $694,000 in stock-based compensation in March 2013 related to these replacement options. |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets |
We review our long-lived assets, such as property and equipment, and acquired intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from future undiscounted cash flows. Impairment losses are recorded for the excess, if any, of the carrying value over the fair value of the long-lived assets. In connection with the Company's decision to divest the eDiets dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its finite-lived intangible assets in that component and therefore recorded a loss of approximately $5,331,000, which represented the excess carrying value over the related fair value of these assets, which was recorded in loss from discontinued operations. |
Income Taxes | ' |
Income Taxes |
We account for income taxes in accordance with FASB ASC 740 - Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the "more likely than not" criteria of FASB ASC 740 - Income Taxes. |
FASB ASC 740 also requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the "more-likely-than-not" threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Concentration of Credit Risk | ' |
Concentration of Credit Risk |
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents and trade accounts receivable. Cash and cash equivalents are held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Concentration of credit risk with respect to our trade accounts receivable to our customers is limited to approximately $94,000 at March 31, 2014. Credit is extended to our customers, based on an evaluation of a customer's financial condition and collateral is not required. |
Advertising and Promotional Costs | ' |
Advertising and Promotional Costs |
Advertising and promotional costs are expensed when incurred and totaled approximately $35,000 and $170,000 for the years ended March 31, 2014 and 2013, respectively. |
Fair Value Measurements | ' |
Fair Value Measurements |
FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us on March 31, 2014 and 2013, respectively. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. |
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). |
The three levels of the fair value hierarchy are as follows: |
Level 1 - Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. |
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. |
Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. |
The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The fair value of notes payable are based on borrowing rates that are available to the Company for loans with similar terms, collateral and maturity. The estimated fair value of notes payable approximates the carrying value. Determination of fair value of related party payables is not practicable due to their related party nature. |
New Accounting Standards | ' |
Accounting Standards Updates |
In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures to this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization's results from continuing operations. The amendments in the ASU are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2014. The Company is currently evaluating the impact that this ASU will have on its financial statements. |
In May 2014, the FASB has issued No. 2014-09, "Revenues from Contracts with Customers (Topic 606)". The guidance in this update supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition". In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effect for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact that this ASU will have on its financial statements. |
Basis of Presentation | ' |
Basis of Presentation |
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All inter-company account balances and transactions have been eliminated in consolidation and certain prior period amounts, including those related to discontinued operations, have been reclassified to conform with the current period presentation. |