| SCHEDULE OF SALE OF BUSINESS |
A
reconciliation of the accounting for the Company’s Pharma Solutions business is as follows:
SCHEDULE
OF SALE OF BUSINESS
| |
|
Gain on Sale |
|
| |
|
|
|
| Purchase price |
|
$ |
7,000 |
|
| Earnout received |
|
|
1,043 |
|
| Working capital adjustment, net |
|
|
(656 |
) |
| Less: transaction costs |
|
|
(307 |
) |
| Total net consideration |
|
$ |
7,080 |
|
| Assets and liabilities disposed of, net (1)
|
|
|
(7,080 |
) |
| Gain on sale |
|
$ |
- |
|
| (1) |
includes goodwill and intangible assets written down prior to the Transaction. The goodwill
write-down was approximately $8.4 million and the write-down of intangible assets was approximately
$3.8 million. |
|
| SCHEDULE OF COMPONENTS OF LIABILITIES AND REVENUE CLASSIFIED AS DISCONTINUED OPERATIONS |
The
components of liabilities classified as discontinued operations consist of the following as of September 30, 2022 and December 31, 2021:
SCHEDULE
OF COMPONENTS OF LIABILITIES AND REVENUE CLASSIFIED AS DISCONTINUED OPERATIONS
| |
|
September 30, 2022 |
|
|
December 31, 2021 |
|
| Accounts receivable, net |
|
$ |
- |
|
|
$ |
1,486 |
|
| Other |
|
|
28 |
|
|
|
1,607 |
|
| Current assets of discontinued operations |
|
|
28 |
|
|
|
3,093 |
|
| Property and equipment, net |
|
|
- |
|
|
|
6,032 |
|
| Other intangible assets, net |
|
|
- |
|
|
|
5,155 |
|
| Goodwill |
|
|
- |
|
|
|
8,433 |
|
| Other |
|
|
- |
|
|
|
2,767 |
|
| Long-term assets of discontinued operations |
|
|
- |
|
|
|
22,387 |
|
| Total assets |
|
$ |
28 |
|
|
$ |
25,480 |
|
| |
|
|
|
|
|
|
|
|
| Accounts payable |
|
|
- |
|
|
|
1,320 |
|
| Accrued salary and bonus |
|
|
92 |
|
|
|
335 |
|
| Other (1)
|
|
|
766 |
|
|
|
1,502 |
|
| Current liabilities of discontinued operations |
|
|
858 |
|
|
|
3,157 |
|
| Operating lease liabilities, net of current portion |
|
|
- |
|
|
|
2,634 |
|
| Other |
|
|
- |
|
|
|
71 |
|
| Long-term liabilities of discontinued operations |
|
|
- |
|
|
|
2,705 |
|
| Total liabilities |
|
$ |
858 |
|
|
$ |
5,862 |
|
| (1) |
Includes
$766 of liabilities related to the former Commercial Services business unit. |
The
table below presents the significant components of its former Pharma Solutions business unit’s results included within loss
from discontinued operations, net of tax in the condensed consolidated statements of operations for the three-and nine-months ended September
30, 2022 and 2021.
| |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
| |
|
Three
Months Ended |
|
|
Nine
Months Ended |
|
| |
|
September
30, |
|
|
September
30, |
|
| |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
| |
|
(unaudited) |
|
|
(unaudited) |
|
| Revenue,
net |
|
$ |
1,267 |
|
|
$ |
1,415 |
|
|
$ |
5,678 |
|
|
$ |
6,455 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss
from discontinued operations |
|
|
(13,012 |
) |
|
|
(2,180 |
) |
|
|
(15,888 |
) |
|
|
(5,744 |
) |
| Gain
(loss) on sale of Pharma Solutions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Income
tax (benefit) expense |
|
|
(58 |
) |
|
|
62 |
|
|
|
48 |
|
|
|
175 |
|
| Loss
from discontinued operations, net of tax |
|
$ |
(12,954 |
) |
|
$ |
(2,242 |
) |
|
$ |
(15,936 |
) |
|
$ |
(5,919 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|