DISCONTINUED OPERATIONS | 9 Months Ended |
Jan. 31, 2015 |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | | -2 | DISCONTINUED OPERATIONS | | | | | |
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On February 9, 2015, American Investment Republic Co. (“Seller”), a subsidiary of the Company, entered into a stock purchase agreement (the “Stock Purchase Agreement”) with DFI Holdings, LLC (“Distribution Buyer”) and KPS Holdco, LLC (“Products Buyer”, and together with Distribution Buyer, the “Buyers”), where each Buyer was controlled by Michael P. Duloc. The closing of the transactions contemplated by the Stock Purchase Agreement occurred on February 9, 2015 (the “Closing Date”). Pursuant to ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which the Company elected to adopt in 2015, the transaction meets the criteria of assets held for sale as of January 31, 2015 and, as such, is reported as discontinued operations in the accompanying financial statements. |
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Prior to the Closing Date, Mr. Duloc was the chief executive officer and president of the Company Group (defined below) and certain other subsidiaries of the Company and was a principal executive officer of the Company. In connection with the closing of the transactions contemplated by the Stock Purchase Agreement, effective on February 9, 2015, Mr. Duloc was removed as an officer of each direct and indirect subsidiary of the Company and ceased to be a principal executive officer of the Company. Mr. Duloc is the son-in-law of Nicholas G. Karabots, a significant shareholder of the Company. Mr. Duloc’s spouse, who is Mr. Karabots’ daughter, is an officer of one of Mr. Karabots’ companies to which the Company Group and Palm Coast provide services. |
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Pursuant to the Stock Purchase Agreement, Products Buyer acquired, through the purchase of all of the capital stock of Kable Product Services, Inc., the Company’s Product Packaging and Fulfillment Services business. Immediately following such acquisition, pursuant to the Stock Purchase Agreement, Distribution Buyer acquired, through the purchase of all of the capital stock of Kable Media Services, Inc. (“KMS”), the Company’s Newsstand Distribution Services business operated by KMS’s direct and indirect subsidiaries, namely Kable Distribution Services, Inc. (“Kable Distribution”), Kable News Company, Inc., Kable News International, Inc. and Kable Distribution Services of Canada, Ltd. (the entities acquired by Buyers are collectively referred to as the “Company Group”). |
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Consideration for Buyers acquiring the Company Group included Buyers paying Seller $2,000,000, which consisted of $400,000 of cash paid by Buyers on the Closing Date and $1,600,000 paid by execution by Buyers of a secured promissory note, dated as of the Closing Date (the “Buyer Promissory Note”). |
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As a result of the transaction, other than (i) the elimination of substantially all of the intercompany amounts of the Company Group due to or from the Company and its direct and indirect subsidiaries (not including the Company Group) through offset and capital contribution and (ii) certain other limited items identified in the Stock Purchase Agreement and the agreements entered into in connection with the Stock Purchase Agreement, the Company Group retained all of its pre-closing assets, liabilities, rights and obligations. At January 31, 2015, the Company Group had assets of $11,482,000 and liabilities of $20,377,000, which included $13,158,000 of negative working capital with respect to Kable Distribution. The negative working capital of Kable Distribution represented its net payment obligation due to publisher clients and other third parties. The Company expects to recognize a pretax gain of between $9,000,000 to $10,000,000 on its financial statements as a result of the transaction in the fourth quarter of fiscal year 2015. |
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The following agreements, each dated as of the Closing Date, were entered into in connection with the Stock Purchase Agreement: |
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| ⋅ | Buyer Promissory Note. Buyers entered into the Buyer Promissory Note, which requires Buyers to pay Seller $1,600,000 in 24 equal monthly instalments, commencing on February 1, 2016, with interest due and payable monthly commencing on March 1, 2015. Interest accrues at a rate per annum determined on the first business day of each month equal to three percent plus the “prime rate,” as published in The Wall Street Journal. The Buyer Promissory Note contains customary events of default and representations, warranties and covenants provided by Buyers to Seller, and is secured by a pledge of substantially all of the personal property of Buyers and the Company Group, pari passu with other secured obligations owed by Buyers and the Company Group to Seller under the Stock Purchase Agreement and the agreements entered into in connection with the Stock Purchase Agreement. | | | | | |
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| ⋅ | Transition Services Agreement. Seller and Buyers entered into a transition services agreement pursuant to which certain transition services will be provided for a limited time by Buyers to Seller and its affiliates and by Seller to the Company Group. | | | | | |
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| ⋅ | Releases. (a) Seller entered into a release agreement in favor of the Company Group and its affiliates and (b) the Company Group, Buyers and Mr. Duloc entered into release agreements in favor of Seller and its affiliates. Subject to certain limited exceptions, each of the release agreements releases all claims that the releasing party may have against the parties being released. | | | | | |
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| ⋅ | Line of Credit. Seller provided the Company Group with a secured revolving line of credit pursuant to a line of credit promissory note (the “Line of Credit”). The Line of Credit permits the Company Group to borrow from Seller up to a maximum principal amount of $2,000,000 from the Closing Date until May 11, 2015, $1,500,000 from May 12, 2015 until August 5, 2016 and $1,000,000 from August 6, 2016 until February 9, 2017, with interest due and payable monthly commencing on March 1, 2015. | | | | | |
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The principal amount permitted to be borrowed under the Line of Credit is subject to the following borrowing base: (a) from the Closing Date until May 11, 2015, (i) 50% of eligible accounts receivable of the Company Group and (ii) 45% of eligible unbilled receivables of Kable Distribution and from May 12, 2015 until February 9, 2017, (i) 50% of eligible accounts receivable of the Company Group and (ii) 30% of eligible unbilled receivables of Kable Distribution. |
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Amounts outstanding under the Line of Credit accrue interest at a rate per annum as determined on the first business day of each month equal to three percent plus the “prime rate,” as published in The Wall Street Journal. Amounts available but not advanced under the Line of Credit accrue “unused” fees at a rate of 1.0% per annum, payable on the first day of each month. The Line of Credit contains customary events of default and representations, warranties and covenants provided by the Company Group to Seller, and is secured by a pledge of substantially all of the personal property of Buyers and the Company Group, pari passu with other secured obligations owed by Buyers and the Company Group to Seller under the Stock Purchase Agreement and the agreements entered into in connection with the Stock Purchase Agreement. |
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| ⋅ | Guaranty of Company Group. Buyers, the Company Group and Seller entered into a guaranty agreement pursuant to which Buyers and the Company Group guaranteed the full and prompt payment and performance of all agreements, covenants and obligations of Buyers or any member of the Company Group, including under the Stock Purchase Agreement, the Line of Credit, the Buyer Promissory Note and the other agreements entered into in connection with the Stock Purchase Agreement. | | | | | |
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| ⋅ | Security Agreement. Buyers, the Company Group and Seller entered into a security agreement pursuant to which Buyers and the Company Group pledged and granted a security interest in substantially all of their personal property to Seller in order to secure the obligations of each Buyer and each member of the Company Group, including under the Stock Purchase Agreement, the Line of Credit, the Buyer Promissory Note and the other agreements entered into in connection with the Stock Purchase Agreement. | | | | | |
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The Company and its remaining direct and indirect subsidiaries retained their obligations under the Company’s defined benefit retirement plan, without any funding acceleration or other changes in any of the obligations thereunder as a result of the sale of the Company Group. In addition, a subsidiary of the Company retained its ownership of a warehouse used by Kable Product Services, Inc. in its operations, which remains subject to a market rate lease with Kable Product Services, Inc. with a term that expires in November 2018 and remains subject to a mortgage note payable to a third party lender with a maturity date of February 2018 and an outstanding principal balance of $4,118,000. |
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The following table provides a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations noted above to the assets and liabilities classified as held for sale in the accompanying balance sheets (in thousands): |
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| | January 31, | | April 30, | |
2015 | 2014 |
Carrying amounts of major classes of assets included as part of discontinued operations: | | | | | | | |
Cash and cash equivalents | | $ | 6,607 | | $ | 5,418 | |
Receivables, net | | | 1,775 | | | 31,088 | |
Property, plant and equipment, net | | | 655 | | | 821 | |
Intangible and other assets, net | | | 2,445 | | | 2,605 | |
Total assets classified as held for sale in the accompanying balance sheets | | $ | 11,482 | | $ | 39,932 | |
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Carrying amounts of major classes of liabilities included as part of discontinued operations: | | | | | | | |
Accounts payable, net and accrued expenses | | $ | 19,056 | | $ | 61,654 | |
Notes payable | | | 1,321 | | | 1,059 | |
Total liabilities classified as held for sale in the accompanying balance sheets | | $ | 20,377 | | $ | 62,713 | |
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The following table provides a reconciliation of the carrying amounts of components of pretax income or loss of the discontinued operations to the amounts reported in the accompanying statements of operations (in thousands): |
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For the three months ended: | | January 31, | | January 31, | |
2015 | 2014 |
Components of pretax income (loss) from discontinued operations: | | | | | | | |
Revenues | | $ | 2,471 | | $ | 3,800 | |
Operating expenses | | | -1,981 | | | -3,855 | |
General and administrative expenses | | | -386 | | | -563 | |
Interest expense | | | -1 | | | -22 | |
Income (loss) from discontinued operations before income taxes | | | 103 | | | -640 | |
Provision (benefit) for income taxes | | | 70 | | | -339 | |
Net income (loss) from discontinued operations | | $ | 33 | | $ | -301 | |
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For the nine months ended: | | January 31, | | January 31, | |
2015 | 2014 |
Components of pretax income (loss) from discontinued operations: | | | | | | | |
Revenues | | $ | 8,505 | | $ | 12,053 | |
Operating expenses | | | -6,677 | | | -10,608 | |
General and administrative expenses | | | -1,456 | | | -1,517 | |
Interest expense | | | -27 | | | -73 | |
Gain from settlement (Note 12) | | | 11,155 | | | - | |
Income (loss) from discontinued operations before income taxes | | | 11,500 | | | -145 | |
Provision (benefit) for income taxes | | | 4,216 | | | -82 | |
Net income (loss) from discontinued operations | | $ | 7,284 | | $ | -63 | |
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The following table provides the total operating and investing cash flows of the discontinued operations for the periods in which the results of operations of the discontinued operations are presented in the accompanying statements of operations (in thousands): |
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| | January 31, | | January 31, | |
2015 | 2014 |
Cash Flows from Discontinued Operating Activities: | | | | | | | |
Net income (loss) | | $ | 7,284 | | $ | -63 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | |
Gain on settlement | | | -11,155 | | | - | |
Depreciation and amortization | | | 300 | | | 319 | |
Non-cash credits and charges: | | | | | | | |
Allowance for doubtful accounts | | | -1,483 | | | 196 | |
Changes in assets and liabilities: | | | | | | | |
Receivables | | | 8,170 | | | 12,245 | |
Intangible and other assets | | | 51 | | | -591 | |
Accounts payable and accrued expenses | | | -4,543 | | | -11,834 | |
Other liabilities | | | - | | | -134 | |
Total adjustments | | | -8,660 | | | 201 | |
Net cash provided by (used in) operating activities | | $ | -1,376 | | $ | 138 | |
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Cash Flows from Investing Activities: | | | | | | | |
Capital expenditures - property, plant and equipment | | $ | -25 | | $ | -101 | |
Proceeds from disposition of assets | | | - | | | 222 | |
Net cash provided by (used in) investing activities | | $ | -25 | | $ | 121 | |
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