Discontinued Operations

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 15 – Discontinued Operations

Sale of HTS and AMSG

In 2017, the Company announced plans to spin off or sell its wholly-owned subsidiaries, HTS and AMSG. On June 25, 2021, the Company sold the shares of stock of HTS and AMSG to InnovaQor. HTS and AMSG held Rennova’s software and genetic testing interpretation divisions. In consideration for the shares of HTS and AMSG and the elimination of intercompany debt among the Company and HTS and AMSG, InnovaQor issued the Company 14,950 shares of its Series B Non-Voting Convertible Preferred Stock (the “InnovaQor Series B Preferred Stock”), 14,000 of the shares were issued on June 25, 2021 and 950 of the shares were issued in the third quarter of 2021 as a result of a post-closing adjustment. Each share of InnovaQor Series B Preferred Stock has a stated value of $1,000 and is convertible into that number of shares of InnovaQor common stock equal to the stated value divided by 90% of the average closing price of the InnovaQor common stock during the 10 trading days immediately prior to the conversion date. Conversion of the InnovaQor Series B Preferred Stock, however, is subject to the limitation that no conversion can be made to the extent the holder’s beneficial interest (as defined pursuant to the terms of the InnovaQor Series B Preferred Stock) in the common stock of InnovaQor would exceed 4.99%. The shares of the InnovaQor Series B Preferred Stock may be redeemed by InnovaQor upon payment of the stated value of the shares plus any accrued declared and unpaid dividends.

As a result of the sale, the Company recorded the InnovaQor Series B Preferred Stock as a long-term asset valued at $9.1 million and a gain on the sale of HTS and AMSG of $11.3 million in the year ended December 31, 2021, of which $9.1 million resulted from the value of the 14,950 shares of InnovaQor Series B Preferred Stock and $2.2 million resulted from the transfer to InnovaQor of the net liabilities of HTS and AMSG. A discussion of the assumptions used in the valuation of the InnovaQor Series B Preferred Stock is presented below.

As more fully discussed in Note 8, during the year ended December 31, 2021, 100 shares of InnovaQor Series B Preferred Stock valued at $60,714 were used to settle accrued interest that was due under the terms of notes payable dated January 31, 2021 and February 16, 2021 leaving a balance of the InnovaQor Series B Preferred Stock of $9.0 million at December 31, 2021.

See Note 9 for a discussion of related party transactions between the Company and InnovaQor.

EPIC Reference Labs, Inc.

During the third quarter of 2020, the Company made a decision to sell EPIC and it made a decision to discontinue several other non-operating subsidiaries, and as a result, EPIC’s operations and the other non-operating subsidiaries have been included in discontinued operations for all periods presented. The Company has been unable to find a buyer for EPIC and, therefore, it has ceased all efforts to sell EPIC and closed down its operations.

Carrying amounts of major classes of assets and liabilities sold or included as part of discontinued operations in the consolidated balance sheets as of December 31, 2021 and 2020 consisted of the following:

HTS and AMSG Assets and Liabilities:

	December 31, 2021		December 31, 2020
Cash	$	-	$	31,294
Accounts receivable, net		-		151,363
Prepaid expenses and other current assets		-		1,717
Current assets classified as held for sale	$	-	$	184,374
Property and equipment, net	$	-	$	685
Deposits		-		-
Right-of-use assets		-		-
Non-current assets classified as held for sale	$	-	$	685
Accounts payable and checks issued in excess of bank balance	$	-	$	726,220
Accrued expenses		-		1,308,283
Current portion of right-of-use operating lease obligation		-		-
Current portion of notes payable		-		168,751
Current liabilities classified as held for sale	$	-	$	2,203,254
Note payable	$	-	$	69,267
Right-of-use operating lease obligation		-		-
Non-current liabilities classified as held for sale	$	-	$	69,267

EPIC Reference Labs, Inc. and Other Subsidiaries Assets and Liabilities:

	December 31, 2021		December 31, 2020
Cash	$	-	$	136
Accounts receivable, net		-		-
Prepaid expenses and other current assets		-		-
Current assets classified as held for sale	$	-	$	136
Property and equipment, net	$	-	$	-
Deposits				100,014
Right-of-use assets		-		100,116
Non-current assets classified as held for sale	$	-	$	200,130
Accounts payable and checks in excess of bank balance	$	1,108,066	$	1,185,158
Accrued expenses		341,410		334,667
Current portion of right-of-use operating lease obligation		-		91,166
Current portion of notes payable		-		-
Current liabilities classified as held for sale	$	1,449,476	$	1,610,991
Note payable	$	-	$	-
Right-of-use operating lease obligation		-		8,950
Non-current liabilities classified as held for sale	$	-	$	8,950

Consolidated Discontinued Operations Assets and Liabilities:

	December 31, 2021		December 31, 2020
Cash	$	-	$	31,430
Accounts receivable, net		-		151,363
Prepaid expenses and other current assets		-		1,717
Current assets classified as held for sale	$	-	$	184,510
Property and equipment, net	$	-	$	685
Deposits		-		100,014
Right-of-use assets		-		100,116
Non-current assets classified as held for sale	$	-	$	200,815
Accounts payable and checks issued in excess of bank balance	$	1,108,066	$	1,911,378
Accrued expenses		341,410		1,642,950
Current portion of right-of-use-operating lease obligation		-		91,166
Current portion of notes payable		-		168,751
Current liabilities classified as held for sale	$	1,449,476	$	3,814,245
Note payable	$	-	$	69,267
Right-of-use operating lease obligation		-		8,950
Non-current liabilities classified as held for sale	$	-	$	78,217

Major line items constituting loss from discontinued operations in the consolidated statements of operations for the years ended December 31, 2021 and 2020 consisted of the following:

AMSG & HTS Group Income (Loss) from Discontinued Operations:

	Year Ended December 31,
	2021			2020
Revenue from services**	$	216,941		$	528,624
Cost of services		2,386			5,536
Gross profit		214,555			523,088
Operating expenses		(551,296	)		(1,045,410	)
Other expense, net		(9,577	)		(84,129	)
Gain on sale		11,303,939			-
Provision for income taxes		-			-
Income (loss) from discontinued operations	$	10,957,621		$	(606,451	)

** Revenue from services includes related party revenue of $0.2 million and $0.2 million, respectively.

The fair value of the InnovaQor Series B Preferred Stock that the Company received as consideration for the sale of $9.1 million was based on the Option Price Method (the “OPM”). The OPM treats common and preferred interests as call options on the equity value of the subject company, with exercise prices based on the liquidation preference of the preferred interests and participation thresholds for subordinated classes. The common interest is modeled as a call option that gives its owner the right but not the obligation to buy the enterprise value at a predetermined or exercise price. In the model, the exercise price is based on a comparison with the enterprise value rather than, as in the case of a “regular” call option, a comparison with a per share stock price. Thus, the common interest is considered to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the preferred interests are liquidated. The Black Scholes model was used to price the call options. The assumptions used were: risk free rate of 0.84%; volatility of 250.0%; and exit period of 5 years. Lastly, a discount rate of 35% was applied due to the lack of marketability of the InnovaQor Series B Preferred Stock and the underlying liquidity of InnovaQor’s common stock.

EPIC Reference Labs, Inc. and Other Subsidiaries Income (Loss) from Discontinued Operations

	Year Ended December 31,
	2021			2020
Revenue from services	$	-		$	442
Cost of services		-			-
Gross profit		-			442
Operating expenses		131,363			138,816
Other income, net		51,272			48,758
Gain on sale		-			-
Provision for income taxes		-			-
Income (loss) from discontinued operations	$	(80,091	)	$	(89,616	)

Consolidated Income (Loss) from Discontinued Operations:

	Year Ended December 31,
	2021		2020
Revenue from services	$	216,941	$	529,066
Cost of services		2,396		5,536
Gross profit		214,555		523,530
Operating expenses		682,659		1,184,226
Other income (expense), net		41,695		(35,371	)
Gain on sale		11,303,939		-
Provision for income taxes		-		-
Income (loss) from discontinued operations	$	10,877,530	$	(696,067	)