The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and the notes thereto included elsewhere in this report. This discussion contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1996. Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "expect," "anticipate," "intend" or "estimate" or the negative thereof or other variations thereof or comparable terminology. The reader is cautioned that all forward-looking statements are speculative, and there are certain risks and uncertainties that could cause actual events or results to differ from those referred to in such forward-looking statements (see Item 1A, "Risk Factors").





                                COMPANY OVERVIEW


Medytox Solutions, Inc. ("Medytox") was organized on July 20, 2005 under the laws of the State of Nevada. In the first half of 2011, Medytox's management elected to reorganize as a holding company, and Medytox established and acquired a number of companies in the medical service and software sector between 2011 and 2014.

On November 2, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 15, 2015, by and among CollabRx, Inc. ("CollabRx"), CollabRx Merger Sub, Inc. ("Merger Sub"), a direct wholly-owned subsidiary of CollabRx formed for the purpose of the merger, and Medytox, Merger Sub merged with and into Medytox, with Medytox as the surviving company and a direct, wholly-owned subsidiary of CollabRx (the "Merger"). Prior to closing, the Company amended its certificate of incorporation to change its name to Rennova Health, Inc. This transaction was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and, as such, the historical financial statements of Medytox became the historical financial statements of the Company.





Our Services


We are a healthcare enterprise that delivers products and services to healthcare providers, their patients and individuals. We operate in two synergistic divisions: 1) Hospital Operations; and 2) Clinical Laboratory Operations. During 2017, we decided to separate two of our business divisions as more fully discussed below under the heading "Discontinued Operations."

Our Hospital Operations represented approximately 99.6% and 99.1% of our revenues for the years ended December 31, 2019 and 2018, respectively. Our hospital operations began with the opening of our Big South Fork Medical Center on August 8, 2017, following the receipt of the required licenses and regulatory approvals, and generated revenues of approximately $16.0 million and $14.4 million during 2019 and 2018, respectively. During 2019 and 2018, based on collection history achieved, management recognized collection rates for our hospitals of approximately 13% and 17%, respectively.

On January 13, 2017, we closed on an asset purchase agreement to acquire certain assets related to Scott County Community Hospital, based in Oneida, Tennessee (the "Oneida Assets"). The Oneida Assets include a 52,000-square foot hospital building and 6,300 square foot professional building on approximately 4.3 acres. Scott County Community Hospital is classified as a Critical Access Hospital (rural) with 25 beds, a 24/7 emergency department, operating rooms and a laboratory that provides a range of diagnostic services. Scott County Community Hospital closed in July 2016 in connection with the bankruptcy filing of its parent company, Pioneer Health Services, Inc. We acquired the Oneida Assets out of bankruptcy for a purchase price of $1.0 million. The hospital, which has since been renamed Big South Fork Medical Center, became operational on August 8, 2017.

On January 31, 2018, the Company entered into an asset purchase agreement to acquire from Community Health Systems, Inc. certain assets related to an acute care hospital located in Jamestown, Tennessee, referred to as Jamestown Regional Medical Center. The purchase was completed on June 1, 2018 for a purchase price of $0.7 million. The hospital was acquired by a newly formed subsidiary, Jamestown TN Medical Center, Inc., and is an 85-bed facility of approximately 90,000 square feet on over eight acres of land, which offers a 24-hour Emergency Department with two spacious trauma bays and seven private exam rooms, inpatient and outpatient medical services and a Progressive Care Unit which provides telemetry services. The acquisition also included a separate physician practice which now operates under Rennova as Mountain View Physician Practice, Inc. Jamestown is located 38 miles west of Big South Fork Medical Center . The Company has suspended operations at the Jamestown hospital but plans to reopen it upon securing adequate capital to do so.





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In addition, on March 5, 2019, we closed an asset purchase agreement (the "Purchase Agreement") whereby we acquired certain assets related to an acute care hospital located in Jellico, Tennessee and an outpatient clinic located in Williamsburg, Kentucky. The hospital is known as Jellico Community Hospital and the clinic is known as the CarePlus Center. The hospital and the clinic and their associated assets were acquired from Jellico Community Hospital, Inc. and CarePlus Rural Health Clinic, LLC, respectively.

Jellico Community Hospital is a fully operational 54-bed acute care facility that offers comprehensive services, including diagnostic imaging, radiology, surgery (general, gynecological and vascular), nuclear medicine, wound care and hyperbaric medicine, intensive care, emergency care and physical therapy. Jellico is 33 miles east of Big South Fork Medical Center. The CarePlus Center offers sophisticated testing capabilities and compassionate care, all in a modern, patient-friendly environment. Services include diagnostic imaging services, x-ray, mammography, bone densitometry, computed tomography (CT), ultrasound, physical therapy and laboratory services on a walk-in basis.

The purchase price was approximately $658,537. This purchase price was made available by Christopher Diamantis, a former director of the Company. Diligence, legal and other costs associated with the acquisition were approximately $250,000, meaning the total cost of acquisition to the Company was approximately $908,000. Annual net revenues in recent years have been approximately $12,000,000, with government payors, including Medicare and Medicaid, accounting for in excess of 70% of the payor mix. The Company does not expect that payor mix to change in the near future.

Going forward, we expect our Hospital Operations to provide us with a stable revenue base, as well as the potential for significant synergistic opportunities with our Clinical Laboratory Operations business segment.

Prior to our focus on our Hospital Operations, our principal line of business had been clinical laboratory blood and urine testing services, with a particular emphasis on the provision of urine drug toxicology testing to physicians, clinics and rehabilitation facilities in the United States. Testing services to physicians, clinics and rehabilitation facilities represented 0.4% and 0.9% of our revenues for the years ended December 31, 2019 and 2018, respectively.





Discontinued Operations


On June 10, 2020, the Company signed an agreement that will lead to the separation of these divisions into a public company. The agreement is with TPT Global Tech, Inc. (OTC: TPTW), a California based public company, to merge HTS and AMSG into a public company after TPT completes a merger of its wholly owned subsidiary, InnovaQor, Inc. with this public Company. The public company will be known as InnovaQor going forward. Completion of the agreement is subject to a number of approvals and consents which need to be secured to complete the transaction. Subject to closing and the relevant SEC approvals it is intended that Rennova will receive approximately $22 million of preferred shares in the transaction, $5 million of which will be converted to common shares in the public company, and distributed to Rennova Shareholders upon completion of the relevant registration/approvals with the SEC. The remaining approximately $17 million of preferred shares held by Rennova as an investment in InnovaQor will be convertible to common shares on achievement of certain milestones going forward. There can be no assurance that the transaction as described will be consumated or that terms including numbers or values for consideration shares will not change significantly before closing.

The strategic goal of this transaction is to create a separate public company which can focus on its own strengths and operational plans and create value for Rennova and its shareholders.

The Company has reflected the amounts relating to AMSG and HTS as disposal groups classified as held for sale and included in discontinued operations in the Company's accompanying consolidated financial statements. Prior to being classified as held for sale, AMSG had been included in the Decision Support and Informatics division, except for the Company's subsidiary, Alethea Laboratories, Inc., which had been included in the Clinical Laboratories division and HTS had been included in the Company's Supportive Software Solutions division. The segment disclosures included in our results of operations presented below no longer include amounts relating to AMSG and HTS following the reclassification to discontinued operations.





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Outlook


We believe that the transition of our business model from diagnostics is now complete and once stabilized will create more predictable and stable revenue. Rural hospitals provide a much-needed service to their local communities and reduce our reliance on commission based sales employees to generate sales. We currently operate two hospitals and a rural clinic in the same general geographic location and own another hospital and physician's office at which operations are currently suspended. Owning a number of facilities in the same geographic location will create numerous efficiencies in purchasing and staffing and will enable the provision of additional, specialized and more valuable services that are needed by rural communities but cannot be sustained by a standalone rural hospital. While 2019 was a difficult year with unexpected disruption to revenue causing us to suspend operations at the Jamestown facility, we believe we will be successful in reopening this facility in the second half of 2020 and expect that to achieve more stable and predictable revenues and relative costs before year end. We remain confident that this is a sustainable model we can continue to grow through acquisition and development and believe that we can benefit from the compliance and IT and software capabilities we already have in place.

The coronavirus pandemic and the steps taken by governments to seek to reduce its spread have severely impacted the economy and the health care industry in particular. Hospitals have especially been affected. Small rural hospitals, such as ours, may be overwhelmed by patients if conditions worsen in their local areas. Staffing costs, and concerns due to the potential exposure to infections, may increase, as may the costs of needed medical supplies necessary to keep the hospitals open. Doctors and patients may defer elective procedures and other health care services. Travel bans, social distancing and quarantines may limit access to our facilities. Business closings and layoffs in our local areas may result in the loss of insurance and adversely affect demand for our services, as well as the ability of patients and other payers to pay for services as rendered.

Our Clinical Laboratory Operations revenues have decreased significantly over the past few years. This decline in revenues has had a material adverse impact on our liquidity, results of operations and financial condition, and is the result of lower third-party reimbursement and while we secured numerous in-network contracts with payers our status in many cases is as an "out of network" service provider. We continue in our efforts to collect reimbursement for services that we believe we were entitled to be paid for and remain confident that we will succeed in these efforts.

We believe that a successful separation of AMSG and HTS will allow each to focus on its own strengths and operational plans. We have agreed terms that will see these divisions combined into one publicly traded entity and believe this will provide a distinct and targeted investment opportunity. The Company believes it will be able to recognize the expenditures to date with regard to AMSG and HTS, which are in excess of $20 million, as an investment after the separation is complete.

We received approximately $3.8 million, which is more fully discussed below, and $9.0 million in cash from issuances of debentures during 2019 and 2018, respectively (see Note 9 to the consolidated financial statements), $4.8 million and $3.3 million in 2019 and 2018, respectively, in working capital advances from Mr. Diamantis, a former member of our board of directors, (see Notes 8 and 10 to the consolidated financial statements), $0.7 million from Mr. Diamantis for the acquisitions of Jellico Community Hospital and CarePlus Center (see Note 6 to the consolidated financial statements), $9.9 million in advances from Mr. Diamantis, which were used to repay obligations under a prepaid forward purchase contract (see Note 8 to the consolidated financial statements), $1.3 million in advances from Mr. Diamantis that were used to pay expenses incurred in connection with the prepaid forward purchase contract and $1.5 million in net proceeds from the issuance of a promissory note in 2019 (see Note 8 to the consolidated financial statements). In addition, during 2019, we entered into five accounts receivable factoring arrangements as more fully discussed in Note 4 to our consolidated financial statements. During 2018, we received $0.8 million from the sale of stock we owned in another public company (see Note 18 to the consolidated financial statements). Subsequent to December 31, 2019 and through May 31, 2020, we received approximately $1.2 million from the issuance of a promissory note, approximately $2.4 million from a paycheck protection loan as more fully discussed below, we received approximately $7.4 million from Provider Relief Funds from the United States Department of Health and Human Services ("HHS"), and approximately $2.0 million in advances from Mr. Diamantis as more fully discussed in Note 21 to our consolidated financial statements.

Our net loss from continuing operations for the year ended December 31, 2019 was $47.3 million compared to net loss of $13.6 million for the same period of a year ago. The increase in the loss is primarily due to a gain of $13.7 million from the change in fair value of derivative instruments in the year ended December 31, 2018 compared to a loss of $0.1 million from the change in fair value of derivative instruments during the year ended December 31, 2019, other expense of $9.3 million in the year ended December 31, 2019 compared to other income of $0.6 million in the comparable 2018 period, a $7.6 million gain on bargain purchase related to the Jamestown Regional Medical Center acquisition in 2018 compared to a gain of bargain purchase of $0.3 million on the purchase of Jellico Community Hospital an CarePlus Center in 2019, and the loss from continuing operations before other income (expense) and income taxes of $16.3 million in the year ended December 31, 2019 compared to $13.2 million in year ended December 31, 2018. Partially offsetting the increase in the loss was a reduction of interest expense of $0.1 million in the year ended December 31, 2019 compared to the year ended December 31, 2018 and a decrease of $0.8 million in the provision for income taxes in 2019 versus 2018.





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RESULTS OF OPERATIONS


Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances

We have identified the policies and significant estimation processes discussed below as critical to our business and to the understanding of our results of operations. For a detailed application of these and other accounting policies, see Note 2 to the accompanying consolidated financial statements as of and for the year ended December 31, 2019.





Revenue Recognition


Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)," including subsequently issued updates, related to revenue recognition. We adopted the new standard effective January 1, 2018, using the full retrospective method. This includes but is not limited to disaggregated revenue information, contract asset and liability information, including significant changes from the prior year, and judgments, and changes in judgment, that significantly affect the determination of the amount of revenue and timing. The adoption of the new standard did not have an impact on our recognition of net revenues for any periods prior to adoption. The most significant impact of adopting the new standard is to the presentation of our consolidated income statements, where we no longer present the provision for doubtful accounts as a separate line item and our revenues are presented net of estimated contract and related allowances. We also do not present "allowances for doubtful accounts" on our consolidated balance sheets as a result of the adoption of the new standard.

We review our calculations for the realizability of gross service revenues monthly to make certain that we are properly allowing for the uncollectable portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer groups. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly with a greater weight being given to the most recent trends; this process is adjusted based on recent changes in underlying contract provisions. This calculation is routinely analyzed by us based on actual allowances issued by payers and the actual payments made to determine what adjustments, if any, are needed.





Hospital Operations


Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect.





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Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the "cost report" filing and settlement process). There were no adjustments to estimated Medicare and Medicaid reimbursement amounts and disproportionate-share funds related primarily to cost reports filed during 2019 and 2018.

The Emergency Medical Treatment and Labor Act ("EMTALA") requires any hospital participating in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital's emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. The obligation to screen and stabilize emergency medical conditions exists regardless of an individual's ability to pay for treatment. Federal and state laws and regulations require, and our commitment to providing quality patient care encourages, us to provide services to patients who are financially unable to pay for the health care services they receive. Patients treated at hospitals for non-elective care, who have income at or below 200% of the federal poverty level, were eligible for charity care. The federal poverty level is established by the federal government and is based on income and family size. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. We provide discounts to uninsured patients who do not qualify for Medicaid or charity care. In implementing the uninsured discount policy, we may first attempt to provide assistance to uninsured patients to help determine whether they may qualify for Medicaid, other federal or state assistance, or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied.

The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management's assessment of historical writeoffs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write offs and collections at facilities that represent a majority of our revenues and accounts receivable (the "hindsight analysis") as a primary source of information in estimating the collectability of our accounts receivable. We perform the hindsight analysis quarterly, utilizing rolling twelve-months accounts receivable collection and write off data. We believe our quarterly updates to the estimated implicit price concession amounts at each of our hospital facilities provide reasonable estimates of our revenues and valuations of our accounts receivable.

Clinical Laboratory Operations

Laboratory testing services include chemical diagnostic tests such as blood analysis and urine analysis. Laboratory service revenues are recognized at the time the testing services are performed and billed and are reported at their estimated net realizable amounts. Net service revenues are determined utilizing gross service revenues net of contractual adjustments and discounts. Even though it is the responsibility of the patient to pay for laboratory service bills, most individuals in the U.S. have an agreement with a third-party payer such as a commercial insurance provider, Medicaid or Medicare to pay all or a portion of their healthcare expenses; most of the services provided by us are to patients covered under a third-party payer contract. In most cases, the Company is provided the third-party billing information and seeks payment from the third party in accordance with the terms and conditions of the third-party payer for health service providers like us. Each of these third-party payers may differ not only in terms of rates, but also with respect to terms and conditions of payment and providing coverage (reimbursement) for specific tests. Estimated revenues are established based on a series of procedures and judgments that require industry specific healthcare experience and an understanding of payer methods and trends. Despite follow up billing efforts, the Company does not currently anticipate collection of a significant portion of self-pay billings, including the patient responsibility portion of the billing for patients covered by third party payers. The Company currently does not have any capitated agreements.





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Contractual Allowances and Doubtful Accounts Policy

Accounts receivable are reported at realizable value, net of allowances for credits and doubtful accounts, which are estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimating and reviewing the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for contractual credits and doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues which may impact the collectability of these receivables or reserve estimates. Receivables deemed to be uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. Revisions to the allowances for doubtful accounts estimates are recorded as an adjustment to provision for bad debts. Total gross revenues were reduced by approximately $8.4 million and $9.4 million for bad debt for the years ended December 31, 2019 and 2018, respectively. As required by Topic 606, after bad debt and contractual and related allowance adjustments to revenues of $99.9 million and $73.5 million, for the years ended December 31, 2019 and 2018, respectively, we reported net revenues of $16.0 million and $14.5 million. We continue to review the provision for bad debt and contractual allowances.

Impairment or Disposal of Long-Lived Assets

The Company accounts for the impairment or disposal of long-lived assets according to FASB ASC Topic 360, Property, Plant and Equipment ("ASC 360"). ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. We did not record an asset impairment charge in 2019. At December 31, 2018, we recorded an asset impairment charge of $0.2 million for an intangible asset acquired in the Jamestown Regional Medical Center acquisition in 2018.

Derivative Financial Instruments and Fair Value

We account for warrants issued in conjunction with the issuance of common stock and certain convertible debt instruments in accordance with the guidance contained in ASC Topic 815, Derivatives and Hedging ("ASC 815") and ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480"). For warrant instruments and conversion options embedded in promissory notes that are not deemed to be indexed to the Company's own stock, we classified such instruments as liabilities at their fair values at the time of issuance and adjusted the instruments to fair value at each reporting period. These liabilities were subject to re-measurement at each balance sheet date until extinguished either through conversion or exercise, and any change in fair value was recognized in our statement of operations. The fair values of these derivative and other financial instruments had been estimated using a Black-Scholes model and other valuation techniques.

In July 2017, the FASB issued ASU 2017-11 "Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815)." The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity's own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260).





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When the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. We have determined that this amendment had a material impact on our consolidated financial statements and we early adopted this accounting standard. Deemed dividends of $123.9 million and $231.8 million were recorded in 2019 and 2018, respectively, as a result of the application of this amendment.

In accordance with ASC 820, "Fair Value Measurements and Disclosures," the Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:





  ? Level 1 applies to assets or liabilities for which there are quoted prices in
    active markets for identical assets or liabilities that we have the ability to
    access at the measurement date.

  ? Level 2 applies to assets or liabilities for which there are inputs other than
    quoted prices included in Level 1 that are observable for the asset or
    liability, either directly or indirectly, such as quoted prices for similar
    assets or liabilities in active markets; or quoted prices for identical assets
    or liabilities in markets with insufficient volume or infrequent transactions
    (less active markets).

  ? Level 3 applies to assets or liabilities for which fair value is derived from
    valuation techniques in which one or more significant inputs are unobservable,
    including our own assumptions.




Stock Based Compensation



The Company accounts for Stock-Based Compensation under ASC 718 "Compensation - Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. When stock options granted to employees are forfeited prior to completion of the vesting period, any previously recorded compensation expensed is reversed in the period of forfeiture.

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, "Equity-Based Payments to Non-Employees." Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the services provided or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and additional paid-in capital in stockholders' equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

The Company issues stock to consultants for various services. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The Company recognizes consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.





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Year ended December 31, 2019 compared to year ended December 31, 2018

The following table summarizes the results of our consolidated continuing operations for the years ended December 31, 2019 and 2018:





                                                      Year Ended December 31,
                                               2019                             2018
                                         $               %                $               %
Net revenues                       $  15,986,924          100.0 %   $  14,548,690          100.0 %
Operating expenses:
Direct costs of revenue               14,845,240           92.9 %      11,509,507           79.1 %
General and administrative
expenses                              16,677,407          104.3 %      14,826,160          101.9 %
Asset impairment                               -            0.0 %         173,799            1.2 %
Depreciation and amortization            795,201            5.0 %       1,263,844            8.7 %
Loss from operations                 (16,330,924 )       -102.2 %     (13,224,620 )        -90.9 %
Interest expense                     (21,730,066 )       -135.9 %     (21,532,678 )       -148.0 %
Other (expense) income                (9,340,244 )        -58.4 %         672,972            4.6 %
Change in fair value of
derivative instruments                  (105,076 )         -0.7 %      13,696,214           94.1 %
Gain on bargain purchase                 250,000            1.6 %       7,566,670           52.0 %
Provision for income taxes                     -            0.0 %         766,070            5.3 %
Net loss from continuing
operations                         $ (47,256,310 )       -295.6 %   $ (13,587,512 )        -93.4 %




Net Revenues


Consolidated net revenues were $16.0 million for the year ended December 31, 2019, as compared to $14.5 million for the year ended December 31, 2018, an increase of $1.5 million. The increase in net revenues was due to net revenue from Jellico Community Hospital and CarePlus Center of $6.6 million, which were acquired on March 5, 2019. In addition, our Big South Fork Medical Center's net revenue increased by $0.2 million in 2019, as compared to 2018. The increases were partially offset by a decrease in net revenues from Jamestown Regional Medical Center of $5.3 million in year ended December 31, 2019 compared to the 2018. Operations at Jamestown Regional Medical Center were temporarily suspended beginning in June 2019 pending reinstatement of the hospital's Medicare agreement, which the Company is hoping to get reinstated in the near future. The increase in Hospital revenue of $1.7 million was offset by a $0.1 million decrease in Clinical Laboratory Operations revenue for 2019 compared to 2018. The 2019 and 2018 net revenues include bad debt expense elimination of $8.4 million and $9.4 million, respectively, for doubtful accounts. Bad debt and contractual and related allowance adjustments to revenues were of $99.9 million and $73.5 million, for the years ended December 31, 2019 and 2018, respectively. In a continued effort to refine our revenue recognition estimates, the Company practices the full retrospective approach, evaluating and analyzing the realizability of gross service revenues monthly, to make certain that we are properly allowing for bad debt and contractual adjustments.





Direct Costs of Revenue


Direct costs of revenue increased by $3.3 million for the year ended December 31, 2019 compared to the year ended December 31, 2018. We attribute the increase to Jellico Community Hospital and CarePlus Center, which were acquired on March 5, 2019. As a percentage of net revenues, direct costs increased to 92.9% in the year ended December 31, 2019 compared to 79.1% in the comparable period. We attribute the increase in the direct costs as a percentage of net revenues primarily to the Company's decision to suspend operations at Jamestown Regional Medical Center, which did not operate during the last half of 2019, following the termination of the Medicare program. Despite the suspension, we still incurred certain direct costs of revenue. Also contributing to the increase in the direct costs as a percentage of revenue for 2019, was our decision to reassess our revenue rate at Big South Fork Medical Center to recognize revenue after contractual allowances at 10% based on the Company's historical data compared to using an industry standard rate of 20% in the compared 2018 period.





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General and Administrative Expenses

General and administrative expenses increased by $1.9 million, or 12.5%, for the year ended December 31, 2019, as compared to the same period of a year ago. The change is primarily due to Hospital Operations, which increased by $2.6 million, partially offset by the $0.4 million reduction in expenses associated with our Clinical Laboratory Operations and the $0.3 million decrease in Corporate's general and administrative expenses.





Asset Impairment


We did not record an impairment charge during 2019. We determined that a non-compete intangible asset that was acquired in the Jamestown Regional Medical Center acquisition on June 1, 2018 was impaired and, accordingly, we recorded an impairment charge of $0.2 million in the year ended December 31, 2018.

Depreciation and Amortization Expenses

Depreciation and amortization expense decreased by $0.5 million during the year ended December 31, 2019, as compared with the year ended December 31, 2018, as we sold some Clinical Laboratory Operations equipment in 2018. We expect our depreciation and amortization expense to increase going forward as a result of the fixed assets associated with our hospital acquisitions.

Loss from Operations Before Other Income (Expense) and Income Taxes

Our operating loss increased by $3.1 million for the year ended December 31, 2019, as compared to the same period a year ago due to additional losses for our Hospital Operations. The increase in the loss from operations was due to the suspension of operations at Jamestown Regional Medical Center, which did not operate during the second half of 2019, following the termination of the Medicare program. Despite the suspension, we still incurred certain direct costs of revenue as well as general and administrative expenses. We also attribute the increase in the loss to the reassessment of our revenue rate at Big South Fork Medical Center to recognize revenue after contractual allowances at 10% based on the Company's historical data compared to using an industry standard rate of 20% in the comparable 2018 period, among other items.





Interest Expense


Interest expense for the year ended December 31, 2019 was $21.7 million, as compared to $21.5 million for the year ended December 31, 2018. Interest expense for the year ended December 31, 2019 included $1.6 million for interest on loans from a former member of our board of directors, and $16.2 million for the amortization of debt discount and deferred financing costs related to debentures and note payable, including $9.5 million for the modification of warrants issued in connection with debentures and approximately $3.6 million of interest expense on debentures, notes payable, finance lease obligations and the settlement of a prepaid forward purchase contract. Interest expense for the year ended December 31, 2018 included $17.6 million for the amortization of debt discount and deferred financial costs, including $6.4 million for the modification of warrants, related to convertible debentures and warrants.





Other Income (Expense)


We incurred other loss of $9.3 million in the year ended December 31, 2019, as compared to income of $0.7 million in the same period a year ago. The loss in 2019 was due to $6.9 million in penalties for non-payment of debentures on the maturity dates, $1.2 million of loss on sale under factoring arrangements and approximately $1.2 million of penalties related to past due payments of payroll taxes. The gain in 2018 resulted primarily from the sale of Clinical Laboratory Operations' fixed assets.

Change in Fair Value of Derivative Instruments

For the year ended December 31, 2019, the Company realized a loss of $0.1 million for the change in fair value of derivative instruments, which represented the increase in the fair value of a derivative debenture due to the increase in the spread between the price of our common stock and the conversion price of the derivative in the year ended December 31, 2019. For the year ended December 31, 2018, the Company realized income of $13.7 million for the change in fair value of derivative instruments. On September 23, 2018, the Company's board of directors approved a reverse split of its common stock, which would provide sufficient authorized and unissued shares to allow for otherwise equity classified instruments to be classified in equity. As of September 23, 2018, the fair value of these instruments was evaluated for reclassification. As a result of the evaluation, the Company reclassified the derivative liability previously reported as a current liability to derivative income.





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Gain on Bargain Purchase


The gain on bargain purchase of $0.3 million for year ended December 31, 2019 resulted primarily from intangible assets of Jellico Community Hospital and CarePlus Center, which were acquired on March 5, 2019. The gain on bargain purchase of $7.6 million for year ended December 31, 2018 resulted from real property of Jamestown Regional Medical Center, which was acquired on June 1, 2018.





Provision for Income Taxes



We did not incur a tax provision for the year ended December 31, 2019. The provision for income taxes for the year ended December 31, 2018 of $0.8 million resulted from the completion of the Federal income tax audit for 2015 during 2018.

Net Loss from Continuing Operations

Our net loss from continuing operations for the year ended December 31, 2019 was $47.3 million compared to net loss of $13.6 million for the same period of a year ago. The increase in the loss is primarily due to a gain of $13.7 million from the change in fair value of derivative instruments in the year ended December 31, 2018 compared to a loss of $0.1 million from the change in fair value of derivative instruments during the year ended December 31, 2019, other expense of $9.3 million in the year ended December 31, 2019 compared to other income of $0.7 million in the comparable 2018 period, a $7.6 million gain on bargain purchase related to the Jamestown Regional Medical Center acquisition in 2018 compared to a gain of bargain purchase of $0.3 million on the purchase of Jellico Community Hospital and CarePlus Center in 2019, and the loss from continuing operations before other income (expense) and income taxes of $16.3 million in the year ended December 31, 2019 compared to $13.2 million in the year ended December 31, 2018. Partially offsetting the increase in the loss was a reduction of interest expense of $0.1 million in the year ended December 31, 2019 compared to the year ended December 31, 2018 and a decrease of $0.8 million in the provision for income taxes in 2019 versus 2018.

We have made progress in expanding into a wider and more varied market place with our Hospital Operations, and that combined with our aggressive consolidation and cost cutting is expected to reduce the losses incurred in the future.





The following table presents key financial metrics for our Hospital Operations
segment:



                                      Year Ended December 31,
Hospital Operations                    2019              2018            Change            %

Net revenues                       $  15,927,983     $ 14,417,676        1,510,307           10.5 %
Operating expenses:
Direct costs of revenue               14,759,258       11,286,278        3,472,980           30.8 %
General and administrative
expenses                              11,513,840        8,893,785        2,620,055           29.5 %
Asset impairment                               -          173,799         (173,799 )          0.0 %
Depreciation and amortization            715,286          498,352          216,934           43.5 %

Loss from operations               $ (11,060,401 )   $ (6,434,538 )   $ (4,625,863 )         71.9 %

Number of Patients Served                 41,677           13,349           28,328          212.2 %

Key Operating Measures - Revenue
per patient served                 $      382.18     $   1,080.06     $    (697.88 )        -64.6 %

Key Operating Measures - Direct
costs of revenue per patient
served                             $      354.13     $     845.48     $    (491.34 )        -58.1 %




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In the year ended December 31, 2019, we reassessed our revenue rate at Big South Fork Medical Center to recognize revenue after contractual allowances at 10% based on the Company's historical data compared to using an industry standard rate of 20% in the year ended December 31, 2018 period. Our aggregate collection rate for the years ended December 31, 2019 and 2018 was approximately 15% and 17%, respectively.

The following table presents key financial and operating metrics for our Clinical Laboratory Operations segment:





                                      Year Ended December 31,
Clinical Laboratory Operations         2019             2018           Change            %

Net revenues                       $     58,941     $    131,014     $   (72,073 )        -55.0 %
Operating expenses:
Direct costs of revenue                  85,982          223,229        (137,247 )        -61.5 %
General and administrative
expenses                                954,872        1,390,839        (435,967 )        -31.3 %
Depreciation and amortization            79,232          764,445        (685,213 )        -89.6 %

Loss from operations               $ (1,061,145 )   $ (2,247,499 )   $ 1,186,354          -52.8 %

Key Operating Measures -
Revenues: (1)
Insured tests performed                      78            3,593          (3,515 )        -97.8 %

Net revenue per insured test $ 755.65 $ 36.46 $ 719.19 1972.3 % Revenue recognition percent of gross billings

                             11.0 %           11.0 %           0.0 %

Key Operating Measures - Direct
Costs: (1)
Total samples processed                      19            4,560          (4,541 )        -99.6 %
Direct costs per sample            $   4,525.37     $      48.95     $  4,476.41         9144.2 %




  (1) Net revenue per insured test and direct costs of insured tests are not
      meaningful for the year ended December 31, 2019 due to the impact of the
      recovery of $77,000 of bad debt in the year, partially offset by additional
      bad debt expense recorded in the period.



The decrease in general and administrative expenses is primarily due to the reduction in employee compensation and related costs, as we significantly reduced our headcount. Depreciation and amortization decreased as a result of the sale of certain fixed assets during 2018 as well as fully depreciating certain fixed assets during 2018 and 2019.

The following table presents key financial metrics for our Corporate group:





                                         Year Ended December 31,
Corporate                                 2019             2018           Change           %

Operating expenses:
General and administrative expenses   $  4,208,695     $  4,541,536     $ (332,841 )         -7.3 %
Depreciation and amortization                  683            1,047           (364 )        -34.8 %

Loss from operations                  $ (4,209,378 )   $ (4,542,583 )   $  333,205           -7.3 %



The $0.3 million decrease in general and administrative expenses is mainly the result of a $0.8 million reduction in stock related compensation expense, partially offset by an increase in legal settlement expenses of approximately $0.5 million, among other fluctuations.





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                        LIQUIDITY AND CAPITAL RESOURCES


For the years ended December 31, 2019 and 2018, we financed our operations primarily from the issuance of debentures and advances from related parties. Future cash needs for working capital, capital expenditures and potential acquisitions will require management to seek equity or obtain additional credit facilities. The sale of additional equity will result in additional dilution to our stockholders. A portion of our cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.





Going Concern and Liquidity


Under Accounting Standards Update, or ASU, 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40) ("ASC 205-40"), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. Management has assessed the Company's ability to continue as a going concern in accordance with the requirement of ASC 205-40.

At December 31, 2019, we had $16,933 cash on hand from continuing operations, a working capital deficit of $78.1 million and accumulated deficit of $586.9 million. In addition, we incurred a loss from continuing operations of $47.3 million for the year ended December 31, 2019. As of the date of this report, our cash position is deficient; and payments for our operations in the ordinary course are not being made. In addition, we have not repaid approximately $49.0 million of outstanding principal balance of debentures and promissory notes, including default penalties, which are past due and approximately $0.8 million of finance leases, the majority of which is past due. Our fixed operating expenses include payroll, finance and operating lease payments and other fixed expenses, as well as the costs required to operate our Hospital Operations. Our fixed operating expenses were approximately $3.0 million per month for the year ended December 31, 2019.

We need to raise additional funds immediately and continue to do so until we begin to realize positive cash flow from operations. There can be no assurance that we will be able to achieve our business plan, which is to acquire and operate clusters of rural hospitals, raise any additional capital or secure the additional financing necessary to implement our current operating plan. Our ability to continue as a going concern is dependent upon our ability to significantly reduce our operating costs, increase our revenues and eventually achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We received approximately $3.8 million and $9.0 million in cash from issuances of debentures during 2019 and 2018, respectively (see Note 9 to the consolidated financial statements), $4.8 million and $3.3 million in 2019 and 2018, respectively, in working capital advances from Mr. Diamantis, a former member of our board of directors, (see Notes 8 and 10 to the consolidated financial statements), $0.7 million for the acquisitions of Jellico Community Hospital and CarePlus Center (see Note 6 to the consolidated financial statements), $9.9 million in advances from Mr. Diamantis, which were used to repay obligations under a prepaid forward purchase contract (see Note 8 to the consolidated financial statements), $1.3 million in advances from Mr. Diamantis that were used to pay expenses incurred in connection with the prepaid forward purchase contract and $1.5 million, which is net of discount and financing fees, from the issuance of a promissory note in 2019 (see Note 8 to the consolidated financial statements). In addition, during 2019, we entered into five accounts receivable factoring arrangements as more fully discussed in Note 4 to our consolidated financial statements. During 2018, we received $0.8 million from the sale of stock we owned (see Note 18 to our consolidated financial statements). Subsequent to December 31, 2019 and through May 31, 2020, we received approximately $1.2 million from the issuance of a promissory note, approximately $2.4 million from a paycheck protection loan as more fully discussed below, we received approximately $7.4 million from Provider Relief Funds from the United States Department of Health and Human Services ("HHS"), and approximately $2.0 million in advances from Mr. Diamantis as more fully discussed in Note 21 to our consolidated financial statements.

As of December 31, 2019, we were party to legal proceedings, which are presented in Note 16 to the accompanying consolidated financial statements.





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The following table presents our capital resources as of December 31, 2019 and
December 31, 2018:



                                            December 31,      December 31,
                                                2019              2018             Change

Cash                                        $      16,933     $       6,870     $      10,063
Working capital deficit                       (78,073,092 )     (39,293,904 )     (38,444,617 )
Total debt, excluding discounts and
derivative liabilties                          49,010,905        26,918,305        22,092,600
Finance lease obligations                       1,119,418           762,208           357,210
Stockholders' deficit                         (76,519,721 )     (39,167,864 )     (37,351,857 )



The following table presents the major sources and uses of cash for the years ended December 31, 2019 and 2018:





                                               Year Ended December 31,
                                                2019              2018            Change

Cash used in operations                     $ (13,731,006 )   $ (7,678,731 )   $ (6,052,275 )
Cash (used in) provided by investing
activities                                       (658,664 )        662,577       (1,321,241 )

Cash provided by financing activities 14,399,733 7,023,024 7,376,709



Net change in cash                                 10,063            6,870            3,193
Cash and cash equivalents, beginning of
the year                                            6,870                -            6,870
Cash and cash equivalents, end of the
year                                        $      16,933     $      6,870     $     10,063

The components of cash used in operations for the years ended December 31, 2019 and 2018 are presented in the following table:





                                                Year Ended December 31,
                                                2019              2018             Change

Net loss from continuing operations $ (47,256,310 ) $ (13,587,512 ) $ (33,668,798 ) Non-cash adjustments to income

                 25,076,846        (2,054,462 )      27,131,308
Accounts receivable                              (959,855 )      (2,840,437 )       1,880,582
Inventory                                         156,485           234,194           (77,709 )
Accounts payable and accrued expenses           9,915,648        10,493,696          (578,048 )
Loss from discontinued operations                (777,511 )        (434,843 )        (342,668 )
Other                                             (18,364 )         882,246          (900,610 )
Net cash used in operating activities         (13,863,061 )      (7,307,118 )      (6,555,943 )
Cash provided by (used in) discontinued
operations                                        132,055          (371,613 )         503,668
Cash used in operations                     $ (13,731,006 )   $  (7,678,731 )   $  (6,052,275 )

Cash used in investing activities for the year ended December 31, 2019 was due to $0.7 million for the acquisition of Jellico Community Hospital and CarePlus Center in March 2019. Cash provided by investing activities for the year ended December 31, 2018 is due to the sale of property and equipment of $0.7 million, and the sale of shares of stock that we owned of $0.8 million, offset by cash of $0.6 million used to acquire Jamestown Regional Medical Center and $0.2 million used to purchase property and equipment.

Cash provided by financing activities in the year ended December 31, 2019 consists of $16.7 million for the issuance of related party notes payable and advances, $2.7 million in proceeds from the sale of accounts receivable to factors, $3.8 million from the issuances of debentures and $1.5 million from the issuance of a promissory note. Cash used in financing activities in the year ended December 31, 2019 include $2.8 million of payments to factors, $5.0 million in payments on notes payable, $2.3 million for payments of related party notes payable and advances and $0.1 million for payments of finance lease obligations. Cash provided by financing activities for the year ended December 31, 2018 of $7.0 million consists of $9.0 million from the issuances of debentures, and $3.3 million from related party loans and advances, offset by $4.0 million of repayments of related party loan and advances and $1.3 million of payments of finance lease obligations.





  47





The Company had 9,648,936,775 and 128,567,273 shares of common stock issued and outstanding at December 31, 2019 and December 31, 2018, respectively. During the year ended December 31, 2019, the Company issued an aggregate of 9,400,754,118 shares of its common stock upon conversion of $1.3 million of Series I-2 Convertible Preferred Stock and 119,615,384 shares of its common stock for the cashless exercise of warrants.

The terms of certain of the warrants, convertible preferred stock and convertible debentures issued by the Company provide for reductions in the per share exercise prices of the warrants and the per share conversion prices of the debentures and preferred stock (if applicable and subject to a floor in certain cases), in the event that the Company issues common stock or common stock equivalents (as that term is defined in the agreements) at an effective exercise/conversion price that is less than the then exercise/conversion prices of the outstanding warrants, preferred stock or debentures, as the case may be. In addition, the majority of these equity-based securities contain exercise or conversion prices that vary based upon the price of the Company's common stock on the date of exercise/conversion (see Notes 3, 13, 14 and 21 to the accompanying consolidated financial statements). These provisions have resulted in significant dilution of the Company's common stock and have given rise to reverse splits of the Company's common stock. As a result of these down round provisions, the potential common stock equivalents, including common stock outstanding totaled 753.9 billion at December 31, 2019.





                                 OTHER MATTERS



Inflation


We do not believe inflation has a significant effect on the Company's operations at this time.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose the Company's off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, results of operations, liquidity, capital expenditures or capital resources that are material to investors. Off-balance sheet arrangements consist of transactions, agreements or contractual arrangements to which any entity that is not consolidated with us is a party, under which we have:

? Any obligation under certain guarantee contracts.

? Any retained or contingent interest in assets transferred to an unconsolidated

entity or similar arrangement that serves as credit, liquidity or market risk

support to that entity for such assets.

? Any obligation under a contract that would be accounted for as a derivative

instrument, except that it is both indexed to the Company's stock and

classified in stockholder's equity in the Company's statement of financial

position.

? Any obligation arising out of a material variable interest held by us in an

unconsolidated entity that provides financing, liquidity, market risk or

credit risk support to us, or engages in leasing, hedging or research and

development services with us.

As of December 31, 2019, the Company had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company's financial condition, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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