Discontinued Operations | 16. DISCONTINUED OPERATIONS Sale of PVBJ On April 21, 2020, the Company’s Board of Directors authorized its resale of PVBJ pursuant to the following terms: (a) the outstanding $221,800 earn-out liability was used as consideration towards the purchase of PVBJ; (b) Paul Benis agreed to apply the remaining salary due to him, as prorated from the Closing Date to the expiration date of the Employment Agreement (January 31, 2021), to the purchase of PVBJ by Benis Holdings LLC as additional consideration thereof and (c) as additional consideration for the purchase of PVBJ by Benis Holdings LLC, PVBJ shall continue to be responsible for the line of credit (see below). Sale of Pride On May 18, 2020, the Company executed a Purchase and Sale Agreement with Turquino providing for its sale of 100% of Pride’s outstanding stock Pride to Turquino in return for Turquino’s assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the “Agreement”). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. The gain/loss on discontinued operations consists of the following: September 30, 2020 PVBJ Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on sale of assets $ (1,169,366 ) Pride Proceeds on sale (debt forgiveness) $ 500,321 Less net asset value (120,380 ) Gain on sale of assets $ 379,941 The results of discontinued operations are as follows: Three months ended September 30, 2020 Three months ended September 30, 2019 Nine months ended September 30, 2020 Nine months ended September 30, 2019 PVBJ Revenue Sales $ - $ 730,419 $ 722,786 $ 2,152,444 Total revenue - 730,419 722,786 2,152,444 Cost of goods sold Direct costs - 559,290 560,328 1,619,173 Total cost of goods sold $ - $ 559,290 $ 560,328 $ 1,619,173 Selling, general and administrative - 176,984 230,807 482,853 Net income (loss) for period $ - $ (5,855 ) $ (68,349 ) $ 50,418 Three months ended Three months ended September 30, 2019 Nine months ended September 30, 2020 Nine months ended September 30, 2019 Pride Revenue Sales $ - $ 970,946 $ 1,474,460 $ 3,181,115 Total revenue - 970,946 1,474,460 3,181,115 Cost of goods sold Direct costs - 682,340 1,121,121 2,128,218 Total cost of goods sold $ - $ 682,340 $ 1,121,121 $ 2,128,218 Selling, general and administrative - 313,955 440,396 950,216 Net income (loss) for period $ - $ (25,349 ) $ (87,057 ) $ 102,681 Gain (loss) from discontinued operations: Results from discontinued operations $ - $ 31,204 $ (155,406 ) $ 153,098 Loss on disposal of assets - - (789,425 ) - Loss from discontinued operations $ - $ 31,204 $ (944,831 ) $ 153,098 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,392 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 |