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Discontinued Operations

6 Months Ended

Jun. 30, 2021

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

11. Discontinued Operations

As a result of the insufficient cash flows from the operations of Plastic Printing Professionals, Inc. as well as the disruption of our business from the COVID-19 pandemic, on April 20, 2020, the Company executed a nonbinding letter of intent with a buyer for substantially all the assets of this business line. with an intent to exit this business line. As a result, management has decided to fully impair its goodwill related to DSS Plastics. The impact to DSS’s first quarter earnings of this impairment was approximately $685,000. On August 14, 2020, the Company entered into a final Asset Purchase Agreement and the Company terminated its production and office personnel and maintained only a few employees to assist in and facilitate the sale of its assets. The financial results for these subsidiaries have been presented as discontinued operations in the accompanying consolidated financial statements.

The consideration paid to the Company under the Asset Purchase Agreement for the sale of the assets included a one-time cash payment of $683,000 and an additional contingent earn-out payment of an aggregate amount of up to $517,000 based on future quarterly gross revenue of the business to be conducted by the buyer with the sold assets. Consistent with the Company’s policy for accounting for gain contingencies, the earn out will be recorded when determined realizable. As of June 30, 2021, the Company has recognized $390,000 of this earn out, all of which was recognized during the year ended December 31, 2020. The net effect of all assets disposed of resulted in a net loss of $111,000 to the third quarter 2020. These amounts are included in Loss from Discontinued Operations. Included in its Right-of-use assets is the lease of the Company’s facility in Brisbane, Ca. In April 2021, the Company terminated this lease with the landlord effective March 31, 2021 and therefore, wrote off the asset and corresponding liability associated with the lease at March 31, 2021. As of December 31, 2020 $744,000 was record as non-current asset held for sale – discontinued operations on the consolidated balance sheet. Also recorded was $240,000 of current liabilities held for sale – discontinued operations and $505,000 of non-current liabilities held for sale – discontinued operations.

Schedule of Discontinued Operations

The following table shows the results of operations of the discontinued operation.

Plastic Printing Professionals, Inc.

Consolidated Statements of Operations and Comprehensive Loss - Discontinued Operations

(unaudited)

For the Three Months Ended
For the Six

Months Ended

June 30, 2020 June 30, 2020

Revenue:

Printed products $ 603,000 $ 1,383,000

Total revenue 603,000 1,383,000

Costs and expenses:

Cost of revenue, exclusive of depreciation and amortization 484,000 1,113,000

Selling, general and administrative (including stock based compensation) 286,000 733,000

Depreciation and amortization 58,000 115,000

Impairment of goodwill - 685,000

Total costs and expenses 828,000 2,646,000

Operating loss (225,000 ) (1,263,000 )

Other income (expense):

Interest expense (7,000 ) (15,000 )

Income (loss) before income taxes (232,000 ) (1,278,000 )

Income tax expense (benefit) - -

Income (loss) from discontinued operations $ (232,000 ) $ (1,278,000 )

On May 7, 2021, the Company completed the sale of 100% of the capital stock of DSS Digital Inc., the Company’s wholly-owned subsidiary (“DSS Digital”), to Proof Authentication Corporation (the “Buyer”) pursuant to a stock purchase agreement (the “Digital Purchase Agreement”). Pursuant to the terms of the Digital Purchase Agreement, the Buyer purchased DSS Digital for a purchase price of $5,000,000, consisting of $3 million in cash; $1.5 million in potential earn-out if certain performance targets are met during an earn-out period commencing on the one-year anniversary of the closing and ending the day before the six-year of the closing; and $0.5 million in trade credit or license fee rebates. Consistent with the Company’s policy for accounting for gain contingencies, the earn out will be recorded when determined realizable which did not occur during the three-months ended June 30, 2021. Also, the Company has not utilized the $0.5 million trade credit as of June 30, 2021. The net effect of sale of DSS Digital, inclusive of income tax, is a net gain of $2,226,000. This amount is included in Income (loss) from Discontinued Operations on the accompanying consolidated statement of operations.

The following tables show the major classes of assets and liabilities held for sale and results of operations of the discontinued operation.

DSS Digital, Inc.

Consolidated Balance Sheets - Assets and Liabilities Held for Sale

		June 30, 2021				December 31, 2020
		unaudited				unaudited

ASSETS
Current assets:
Cash		$	-			$	43,000
Accounts receivable, net			-				321,000
Prepaid expenses and other current assets			-				167,000
Total current assets			-				531,000

Property, plant and equipment, net			-				46,000
Total assets			-				577,000
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable		$	-			$	25,000
Accrued expenses and deferred revenue			-				10,000
Total current liabilities			-				35,000

DSS Digital, Inc.

Consolidated Statements of Operations - Discontinued Operations

(unaudited)

		2021				2020				2021				2020
		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2021				2020				2021				2020
Revenue:
Technology sales, services and licensing		$	60,000			$	351,000			$	535,000			$	832,000
Total revenue			60,000				351,000				535,000				832,000

Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization			22,000				67,000				87,000				135,000
Selling, general and administrative (including stock based compensation)			94,000				256,000				338,000				609,000
Depreciation and amortization			1,000				4,000				5,000				8,000
Total costs and expenses			117,000				327,000				430,000				752,000
Operating (loss) income			(57,000	)			24,000				105,000				80,000

Income (loss) before income taxes			(57,000	)			24,000				105,000				80,000

Income tax expense (benefit)			-				-				-				-
Income (loss) from discontinued operations		$	(57,000	)		$	24,000			$	105,000			$	80,000