Discontinued Operations

3 Months Ended

Mar. 31, 2018

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

NOTE 11 – DISCONTINUED OPERATIONS

In order to increase access to cost-effective growth capital to help create shareholder value in our biomass innovation and healthcare businesses, in the fourth quarter of 2017, the Company committed to a plan to make available for immediate sale the waste management business. Management engaged in an active program to market the business which culminated with the reaching of a binding sales agreement in February 2018. Pursuant to the purchase Agreement, upon the closing of the Transaction, Buyer will pay Seller Parties $3.0 million in cash; satisfy $75.8 million of outstanding indebtedness under the Credit Agreement; and assume the Acquired Entities’ obligations under certain equipment leases and other operating indebtedness. At the Closing, Attis will issue to Buyer a warrant to purchase shares of common stock, par value $0.025, of Attis, equal to two percent of the issued and outstanding shares of capital stock of Attis on a fully-diluted basis as of Closing (subject to adjustment as set forth in the Purchase Agreement) on such terms to be determined by Attis and Buyer.

As all the required criteria for held for sale classification was met at December 31, 2017, the waste management business is classified as held for sale in the Consolidated Balance Sheets and reflected as discontinued operations in the Consolidated Statements of Operations for all periods presented. Included in these results are the operations of a consolidated variable interest entity. See note 15.

The assets held for sale represent that entirety of the Mid-Atlantic and Midwest waste management segments historically disclosed by the Company. The Company will have no continuing involvement with the discontinued operations after the disposal date.

The following table contains select amounts reported in our Consolidated Statements of Operations as discontinued operations:

Major Class of line items constituting pretax (loss) of discontinued operations:

	Three months ended March 31,
	2018			2017
Total revenues		14,401,325			10,905,067
Total costs and expenses
Operating		10,140,299			6,987,386
Depreciation, depletion and amortization		-			3,035,424
Bad debt expense		40,089			178,488
Selling, general and administrative		2,159,280			2,125,843
Interest Expense		2,597,615			1,502,965
Other		8,187			(56,158	)
Total costs and expenses		14,945,470			13,773,948
Pretax Loss from discontinued operations		(544,145	)		(2,868,881	)
(Provision) benefit for income taxes		-			(101,613	)
Loss from discontinued operations		(544,145	)		(2,970,494	)

The following table presents the carrying value of the major categories of assets and liabilities of our waste business that are reflected as held for sale on our consolidated balance sheets at March 31, 2018 and December 31, 2017, respectively.

	March 31,		December 31,
	2018		2017
Carrying amounts of the major classes of assets included in discontinued operations:
Current assets:
Cash		544,177		596,993
Short Term Investments - Restricted		-		-
Accounts Receivable		7,323,470		6,748,980
Other current assets		1,645,954		1,368,524
Total current assets held for sale		9,513,601		8,714,497
Noncurrent assets:
Property, plant and equipment		41,698,725		38,513,198
Landfill assets		21,611,134		19,781,123
Intangible assets		16,307,229		15,212,904
Goodwill		7,234,420		7,234,420
Other assets		190,741		190,741
Total noncurrent assets:		87,042,249		80,932,386
Carrying amounts of the major classes of liabilities included in discontinued operations:
Current liabilities:
Accounts payable and accrued expenses		8,953,260		6,950,590
Deferred revenue		5,887,384		5,501,273
Derivative Liability		-		-
Current portion of capital leases		948,925		1,490,431
Current portion of long term debt		1,634,009		83,725,677
Total current liabilities		17,423,578		97,667,971
Noncurrent liabilities:
Asset retirement obligation		2,616,223		2,623,899
Deferred tax liability		218,297		218,297
Capital leases payable, net of current		7,782,931		7,531,538
Long term debt, net of current		80,086,943		6,934,264
Total noncurrent liabilities		90,704,394		17,307,998

The following table presents the depreciation, amortization, accretion, and capital expenditures for the discontinued operations for the three months ended March 31, 2018 and 2017, respectively and also any significant operating or investing non-cash items for the three months ended March 31, 2018 and 2017, respectively.

	March 31,
	2018		2017
Depreciation and amortization		-		3,000,000
Accretion expense		-		56,000
Capital expenditures		2,557,000		1,400,000

Significant Noncash Operating and Investing Activities Related to Discontinued Operations

	March 31,
	2018		2017
Note payable incurred for acquisition		3,692,000		34,100,000
Common stock issued for acquisition		-		1,251,000
Property, plant and equipment additions financed by notes payable and capital leases		577,194		195,646