XML 22 R10.htm IDEA: XBRL DOCUMENT v3.10.0.1
Discontinued Operations
12 Months Ended
Sep. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
2.         Discontinued Operations of TS segment
 
On July 31, 2018, CSPi LTD, a wholly owned indirect subsidiary of the Company, completed its sale of all of the outstanding stock of Modcomp GmbH, to Reply AG, an affiliate of Reply SpA, a holding company for a worldwide group of companies, pursuant to the terms of a Share Purchase and Assignment Agreement dated June 27, 2018. Modcomp GmbH, dba CSPI GmbH, through itself and its wholly owned subsidiaries, provided managed security services to customers primarily in Germany.

Upon the closing of the Share Purchase Agreement, Reply AG paid to CSPI total cash at closing of approximately $14.4 million, which consisted of the original purchase price of $11.7 million plus an adjustment at closing for Net Cash (as defined in the Share Purchase Agreement) of approximately $2.7 million. An additional €400 thousand is included in escrow and will be recorded if and when received by the Company. Accordingly, CSPi determined that the assets and liabilities of this reportable segment met the discontinued operations criteria in U.S. GAAP in the year ended September 30, 2018. The gain recorded due to the sale of all the stock of Modcomp GmbH was approximately $16.8 million. No income taxes were provided as the transaction was a tax-free exchange in the U.K. As such, Modcomp GmbH's results have been recorded as discontinued operations in the accompanying consolidated balance sheets and consolidated statements of operations for all periods presented.

Summarized Discontinued Operations Financial Information

The following table provides a reconciliation of the carrying amounts of major classes of assets and liabilities which are included in assets and liabilities of discontinued operations in the accompanying consolidated balance sheets for the years ended September 30, 2018 and 2017:

 
 
 
September 30, 2018
 
September 30, 2017
 
 
 
(Amounts in thousands)
Currents assets:
 
 
 
 
Cash and cash equivalents
$

 
$
3,464

 
Accounts receivable, net

 
9,957

 
Unbilled accounts receivable

 
69

 
Inventories, net

 
404

 
Deferred costs

 
910

 
Deferred income taxes

 

 
Other current assets

 
63

 
Property, equipment and improvements, net

 

 
 
Total current assets of discontinued operations
$

 
$
14,867

 
 
 
 
 
 
Property, equipment and improvements, net
$

 
$
589

Deferred costs

 
609

Deferred income taxes

 
864

Other noncurrent assets, net

 
126

 
 
Total noncurrent assets of discontinued operations
$

 
$
2,188

 
 
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
$

 
$
3,950

 
Deferred revenue

 
5,264

 
Pension and retirement plans

 
209

 
Other current liabilities

 
304

 
 
Total current liabilities of discontinued operations
$

 
$
9,727

 
 
 
 
 
 
Pension and retirement plans
$

 
$
5,165

Other noncurrent liabilities

 
57

 
 
Total noncurrent liabilities of discontinued operations
$

 
$
5,222


The following table summarizes the results of discontinued operations for the years ended September 30, 2018, and 2017.
 
 
For the years ended
 
 
September 30, 2018
 
September 30, 2017
 
(Amounts in thousands)
Sales
 
$
18,365

 
$
22,990

Cost of sales
 
15,843

 
18,923

Gross profit
 
2,522

 
4,067

Selling, general and administrative expenses
 
2,837

 
3,690

Operating income (loss)
 
(315
)
 
377

Other income (expenses), net
 
(95
)
 
11

Gain (loss) before income taxes
 
(410
)
 
388

Income tax expense
 

 
125

Income (loss) from discontinued operations
 
(410
)
 
263

Gain from sale of discontinued operations
 
16,838

 

Total income from discontinued operations
 
$
16,428

 
$
263