Discontinued Operations | 19. Discontinued Operations – On October 2, 2017, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with U.S. Business Holdings, Inc. (the “Purchaser”), MBE WorldWide S.p.A. (as guarantor for the Purchaser), BC Alpha, LLC (“BCA”, a wholly owned subsidiary of BC Alpha Holdings II, LLC), and BC Alpha Holdings II, LLC (“BCAH”, a wholly owned subsidiary of the Company). Pursuant to the Agreement, BCA sold all of its shares of capital stock of AGI to the Purchaser. This sale, which closed on October 3, 2017, constitutes the sale of the Company’s franchise segment. The cash purchase price paid by the Purchaser pursuant to the Agreement was $61,500,000, subject to post-closing working capital adjustments. BCA, BCAH, the Company and the Purchaser also agreed to make a joint election under Section 338(h)(10) of the Internal Revenue Code, which treats the transaction as an asset purchase for tax purposes subject to satisfaction of applicable legal requirements. Pursuant to the Agreement, the Company, BCA and BCAH made customary representations and warranties regarding AGI and its business, and agreed to certain covenants, including customary non-compete and non-solicit covenants related to the AGI business for a period of three years from the closing date. In addition, the Agreement requires the Company to indemnify the Purchaser for damages resulting from or arising out of any inaccuracy or breach of any representation, warranty or covenant of the Company, BCA or BCAH in the Agreement and for certain other matters. The Company’s indemnification obligations generally survive for 24 months following the closing. The Company’s maximum aggregate liability for indemnification claims for any such inaccuracies or breaches is generally limited to an indemnification escrow of $6,500,000, 50% of which (less any indemnification claims) is to be disbursed 12 months following the closing, with the remaining balance (less any indemnification claims) to be disbursed 24 months following the closing. As a result of the transaction, the Company received approximately $49,000,000 in proceeds from the sale, after taking into account the impact of the estimated working capital and similar purchase price adjustments, the escrowing of $6,500,000 of sale proceeds, the payoff of the Company’s current balance on its Fifth Third acquisition credit facility of approximately $4,300,000, and the payoff of an aggregate amount of approximately $1,600,000 in transaction costs and pre-closing AGI liabilities related to the cancellation and redemption of securities at the AGI level that occurred prior to the transaction. In connection with the transaction, the Company also entered into a Consent and Third Loan Modification Agreement (the “Modification Agreement”) with Fifth Third Bank, as lender (“Fifth Third”), which amended that certain Credit Agreement between the Company and Fifth Third, dated April 22, 2016, as amended (the “Credit Agreement”) to (i) release Fifth Third’s liens on the assets of AGI, BCA and BCAH, (ii) remove AGI, BCA and BCAH as guarantors of the Company’s obligations under the Credit Agreement, and (iii) release Fifth Third’s lien on the Company’s equity interests in BCAH. In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations of the Franchise segment in the Consolidated Balance Sheets. The assets and liabilities have been reflected as discontinued operations in the Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016, and consist of the following: December 31, 2017 December 31, 2016 OTHER CURRENT ASSETS OF DISCONTINUED OPERATIONS: Accounts receivable, net $ — $ 1,020,210 Prepaid expenses and other — 327,851 TOTAL OTHER CURRENT ASSETS OF DISCONTINUED OPERATIONS $ — $ 1,348,061 NONCURRENT ASSETS OF DISCONTINUED OPERATIONS: Property and equipment, net $ — $ 287,386 Intangible assets, net — 6,241,386 Other — 121,119 TOTAL NONCURRENT ASSETS OF DISCONTINUED OPERATIONS $ — $ 6,649,891 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS Accounts payable and accrued expenses $ — $ 1,375,754 Other liabilities — 1,044,061 Income taxes payable — 170,262 Current portion capital lease obligations — 7,620 Deferred revenue and other — 253,698 TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ — $ 2,851,395 LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS Deferred income taxes $ — $ 2,293,000 Other — 143,080 TOTAL LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS $ — $ 2,436,080 In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations of the Franchise segment in the Consolidated Statements of Income. The results of operations for this business for the period ended October 2, 2017 and year ended December 31, 2016 have been reflected as discontinued operations in the Consolidated Statements of Income for the years ended December 31, 2017 and 2016, and consist of the following: Period Ended October 2, 2017 December 31, 2016 REVENUES OF DISCONTINUED OPERATIONS $ 12,382,543 $ 15,193,793 COST OF REVENUES OF DISCONTINUED OPERATIONS 2,116,451 2,508,421 GROSS PROFIT OF DISCONTINUED OPERATIONS 10,266,092 12,685,372 OPERATING EXPENSES OF DISCONTINUED OPERATIONS: Salaries, wages and benefits 3,769,655 4,408,094 Occupancy 141,847 239,699 Advertising, marketing and development 441,542 364,813 Depreciation 74,837 111,149 Amortization 260,208 344,474 Other 2,361,868 2,523,893 7,049,957 7,992,122 OPERATING INCOME OF DISCONTINUED OPERATIONS 3,216,135 4,693,250 OTHER INCOME (EXPENSE) OF DISCONTINUED OPERATIONS Interest expense (195,087 ) (217,516 ) Gain on sale 56,699,018 — 56,503,931 (217,516 ) INCOME BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS 59,720,066 4,475,734 PROVISION FOR INCOME TAXES OF DISCONTINUED OPERATIONS 23,415,000 1,709,000 NET INCOME OF DISCONTINUED OPERATIONS 36,305,066 2,766,734 Less net income of discontinued operations attributable to noncontrolling interests (12,815 ) (20,390 ) NET INCOME OF DISCONTINUED OPERATIONS ATTRIBUTABLE TO WESTERN COMMON SHAREHOLDERS $ 36,292,251 $ 2,746,344 In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations of the Franchise segment in the Consolidated Statements of Cash Flows. The cash flow activity from discontinued operations for the period ended October 2, 2017 and year ended December 31, 2016 have been reflected as discontinued operations in the Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016, and consist of the following: Period Ended October 2, 2017 December 31, 2016 DISCONTINUED OPERATING ACTIVITIES Net income of discontinued operations $ 1,838,109 $ 2,766,734 Adjustments to reconcile net income of discontinued operations to net cash provided by operating activities of discontinued operations: Depreciation 74,837 111,149 Amortization 260,207 344,474 Share based compensation 6,730 950 Deferred income taxes (138,000 ) 7,000 Contract termination 893,086 — Changes in operating assets and liabilities: Accounts receivable (391,691 ) 129,236 Prepaid expenses and other assets 30,755 186,867 Accounts payable and accrued expenses (458,596 ) (114,629 ) Deferred revenue and other current liabilities (335,525 ) (434,893 ) Other liabilities – long-term 65,844 62,677 Net cash provided by operating activities of discontinued operations 1,845,756 3,059,565 INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS Purchase of property and equipment (30,024 ) (17,594 ) Proceeds from the sale of stock of discontinued operations 48,282,714 — Net cash provided by (used in) investing activities of discontinued operations 48,252,690 (17,594 ) FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS Payments on notes payable – long-term — (1,625,000 ) Principal payments on capital lease obligations (7,620 ) (23,861 ) Payments from (dividends to) shareholders (4,399,422 ) 8,076 Net cash used in financing activities of discontinued operations (4,407,042 ) (1,640,785 ) |