DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 17 – DISCONTINUED OPERATIONS

On August 14, 2020, the Company entered into a final Asset Purchase Agreement to sell substantially all of the assets of Plastic Printing Professionals, Inc. 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 December 31, 2020, the Company had recognized $390,000 of this earn out. No earnout was recognized during the year ended December 31, 2021. The net effect of all assets disposed of resulted in a net loss of $111,000 during the year ended December 31, 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. The Company has incurred $204,000 of cost associated with wind-down activities for the year ended December 31, 2021.

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 twelve-months ended December 31, 2021. Also, the Company has not utilized the $0.5 million trade credit as of December 31, 2021. The net effect of sale of DSS Digital, inclusive of income tax, is a net gain of $2,333,000. 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, INC. AND SUBSIDIARIES

Consolidated Balance Sheets– Assets and Liabilities Held for Sale

	December 31,		December 31,
	2021		2020
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
Right-of-use assets		-		744,000
LIABILITIES
Current liabilities:
Accounts payable		-		25,000
Accrued expense		-		8,000
Current portion of lease liability		-		240,000
Total current liabilities		-		273,000
Long term lease liability		-		505,000

DSS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations - Discontinued Operations

	For the Year Ended
	December 31,
	2021			2020
Revenue:
Technology sales, services and licensing	$	-		$	2,045,000
Printed products		-			1,602,000
Total revenue		-			3,647,000
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization		28,000			1,919,000
Selling, general and administrative (including stock based compensation)		176,000			2,118,000
Depreciation and amortization		-			168,000
Impairment of goodwill		-			685,000
Total costs and expenses		204,000			4,890,000
Operating loss		(204,000	)		(1,243,000	)
Other income (expense):
Interest expense		-			(24,000	)
Gain on extinguishment of debt		-			347,000
Gain on disposition of business		2,868,000			279,000
Income (loss) before income taxes		2,664,000			(641,000	)
Income tax expense		(535,000	)		-
Income (loss) from discontinued operations	$	2,129,000		$	(641,000	)