Contingent Liabilities

3 Months Ended

Oct. 31, 2015

Contingent Liabilities [Abstract]

Contingent Liabilities

5.     Contingent Liabilities 

Consideration for the April 2015 TASCO acquisition includes a $138,078 (as adjusted) holdback payable on April 27, 2016, contingent on the final working capital balance of TASCO as of the transaction close date. 

Consideration for the September 2014 TCS acquisition includes a contingent earn-out purchase price payable in three potential payments and contingent upon the attainment of specific revenue goals. The earn-out does not have an upper range, however, the payout at 100% per the asset purchase agreement is $933,000 and the estimated fair value is $711,000 at July 31, 2015.

Consideration for the 2012 Ready2Ride acquisition included a contingent hold-back purchase price of up to $250,000 and contingent earn-out payments as follows: (i) the first earn-out payment, composed of $125,000 was paid in October 2013 and 10,000 shares of common stock issued in November 2013; (ii) the second earn-out payment, composed of $125,000 and 15,000 shares of common stock, was paid in September 2014; and (iii) the third earn-out payment, composed of $125,000 and 15,000 shares of common stock, was paid in August 2015.

The following table shows changes in the holdback and earn-out payable related to the Ready2Ride, TCS and TASCO acquisitions (in thousands):

	Three months ended October 31
	2015		2014
Beginning balance	$	1,116	$	448
Additions		—		761
Adjustments		(62)		—
Payments		(186)		(292)
Imputed interest recognized		8		9
Loss on change in fair value of earn-out		8		-
Ending balance	$	884	$	926
Less current portion	$	(639)	$	(165)
Ending balance, long-term	$	245	$	761

The following table shows the remaining estimated payments of contingent liabilities related to the TCS and TASCO acquisitions at October 31, 2015, (in thousands):

2016	$	514
2017		268
2018		114
2019		22
Total estimated payments		918
Less imputed interest		(34)
Present value of contingent liabilities	$	884