Contingent Liabilities

6 Months Ended

Jan. 31, 2016

Contingent Liabilities [Abstract]

Contingent Liabilities

5. Contingent Liabilities 

Consideration for the April 2015 TASCO acquisition includes a $138,000 (as adjusted) holdback payable$10,000 on November 27, 2015 and $64,000 payable each on January 27, 2016 and April 27, 2016. 

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 fair value was estimated at$711,000.

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):

	Six months ended January 31
	2016		2015
Beginning balance	$	1,116	$	448
Additions		—		711
Adjustments		(62)		—
Payments		(382)		(292)
Imputed interest recognized		14		28
Loss on change in fair value of earn-out		8		-
Ending balance	$	694	$	895
Less current portion	$	(470)	$	(668)
Ending balance, long-term	$	224	$	227

The following table shows the remaining estimated payments of contingent liabilities related to the TCS and TASCO acquisitions at January 31, 2016, (in thousands):

2016	$	306
2017		254
2018		133
2019		30
Total estimated payments		723
Less imputed interest		(29)
Present value of contingent liabilities	$	694