DISCONTINUED OPERATIONS

6 Months Ended

Oct. 31, 2015

Discontinued Operations

DISCONTINUED OPERATIONS

NOTE 7 - DISCONTINUED OPERATIONS

The Company previously disclosed the details regarding the sales of Pride, BTX, and substantially all the assets of its Seattle operations in its Form 10-K filed for the year ended April 30, 2015.

China Operations

On June 3, 2015, the Company entered into an Interest Purchase Agreement with Halcyon Coast Investment (Canada) Ltd. to sell TAGS in an "as-is", all-cash transaction, for a total purchase price of $1,500,000 and received a $150,000 refundable deposit at signing. The Transaction closed on August 14, 2015, whereby the Company received the remaining cash proceeds of $1,350,000, of which: (i) it paid approximately $100,000 in a broker’s fee and (ii) $100,000 is being held in escrow for up to one year from the date of the closing, pending a final determination by the Chinese government with respect to any tax obligations arising from the transaction. Otherwise, the transaction is not subject to any further post-closing adjustments. On September 20, 2015, the final tax determination was made and the Company received $93,000 of the escrow and $7,000 was paid to the buyer to settle the outstanding tax obligation.

 

The Company recognized a gain on the sale of the China Operations of approximately $838,000, as it received $1,500,000 in cash, offset by the sale of approximately $9,350,000 of assets, $7,935,000 of liabilities, reversal of approximately $349,000 of accumulated other comprehensive income and $577,000 noncontrolling interest and incurring approximately $174,000 in closing costs.

The Company recorded the revenue and profit from short-term contracts from its China Operations under the completed contract method, whereas income is recognized only when a contract is completed or substantially completed. Accordingly, during the period of performance, billings and deferred contract costs are accumulated on the consolidated balance sheets as deferred contract costs and deferred revenue. The Company’s accounting policy is based on the short-term nature of the work performed. Deferred contract costs include equipment lease deposits to the third party vendors of approximately $0 and $969,000 as October 31, 2015 and April 30, 2015, respectively. The revenue results from the China Operations are included in discontinued operations for the three and six months ended October 31, 2015 and 2014.

 

Since the sale of the China Operation closed on August 14, 2015, the Company has determined that the activity of the China Operations should be classified as discontinued operations for the three and six months ended October 31, 2015 and 2014. In addition, during the year ended April 30, 2015, the Company had completed the sales of Pride, BTX, and substantially all of the assets of the Seattle Operations. As a result, the Company has reported the financial activity of Pride, BTX and Seattle as discontinued operations for the three and six months ended October 31, 2014. The following is a summary of the operating results for the discontinued operations as follows:

	Three months ended				Six months ended
	October 31,				October 31,
	2015		2014		2015		2014
Revenue	$	-	$	2,503,401	$	839,969	$	6,479,902
Costs and expenses:
Cost of revenue		-		1,938,879		546,296		4,782,465
Selling, general and administrative expenses		-		1,183,750		111,324		2,202,199
Depreciation and amortization		-		358,461		80,971		834,707
Impairment loss on capitalized software		-		827,448		-		827,448
		-		4,308,538		738,591		8,646,819
Operating (loss) income from discontinued operations		-		(1,805,137)		101,378		(2,166,917)
Interest expense		-		(67,377)		(49,234)		(134,296)
(Loss) income from discontinued operations before income tax provision		-		(1,872,514)		52,144		(2,301,213)
Income tax provision		-		(14,870)		(10,883)		(24,285)
(Loss) income from discontinued operations, net of tax		-		(1,887,384)		41,261		(2,325,498)
Gain (loss) from disposal		837,720		-		837,720		798,896
Total income (loss) from discontinued operations	$	837,720	$	(1,887,384)	$	878,981	$	(1,526,602)

The following table summarizes assets and liabilities held for sale for the Seattle and China Operations as of October 31, 2015 and April 30, 2015:

	October 31,		April 30,
	2015		2015
Assets
Current assets:
Accounts receivable, net of allowance	$	-	$	4,264,451
Prepaid expenses and other current assets		-		34,800
Deferred contract cost		-		267,000
Total current assets held for sale		-		4,566,251
Property and equipment, net		-		963,119
Total other assets held for sale		-		963,119
Total assets held for sale	$	-	$	5,529,370
Liabilities
Accounts payable and accrued expenses	$	-	$	1,700,943
Due to related party		-		785,684
Short term bank loan		-		3,224,180
Total current liabilities held for sale		-		5,710,807
Total liabilities held for sale	$	-	$	5,710,807

Short-Term Bank Loan

As of October 31, 2015 and April 30, 2015, the China Operations had a short-term bank loan of $0 and $3,224,000, respectively, with the Bank of China (the “Short-Term Bank Loan”) with an interest rate of 7.38% due quarterly. The original August 1, 2014 maturity date of the Short-Term Bank Loan was extended to July 31, 2015 at which time it was paid off.

 

Due Related Party

As of October 31, 2015 and April 30, 2015, the China Operations had outstanding payables, representing interest accrued on working capital loans and cash provided for the purpose of retiring the short term bank loan in the amounts of $0 and $786,000, respectively, due on demand to a related party, TGG. This loan, which was since paid off, was not guaranteed by WPCS. Interest expense for the quarters ended October 31, 2015 and 2014 was immaterial. This payable was classified as short-term liabilities held for sale in the Company’s financial statements as of April 30, 2015.

The China Operations earned revenue for contracting services provided to TGG (noncontrolling interest in China Operations) and subsidiaries of $212,000 for the three and six months ended October 31, 2015 and $450,000 and $733,000 for the three and six months ended October 31, 2014, respectively.

 

Noncontrolling Interest

As of April 30, 2015, the Company presented the 40% noncontrolling interest associated with the China Operations as a component of equity. As a result of the sale of our entire ownership interest the balance of noncontrolling interest was eliminated.

 

Noncontrolling interest for the six months ended October 31, 2015 consists of the following:

	October 31, 2015
Balance at April 30, 2015	$	560,915
Reclassification adjustments of net loss attributable to noncontrolling interest on sale of China Operations		(560,915)
Balance at October 31, 2015	$	-