Quarterly report pursuant to sections 13 or 15(d)

Discontinued Operations

 v2.3.0.11
Discontinued Operations
 3 Months Ended
Jun. 30, 2011
Discontinued Operations
 
8.
Discontinued Operations
 
On June 21, 2010, the Company restructured its debt with its senior debt holder by closing a number of transactions, including the sale of AMV. In connection with the sale, ValueAct Small Cap Master Fund, L.P. (“ValueAct”) and Nate MacLeitch and Jonathan Cresswell (the “AMV Founders”), acting through a newly formed company, acquired the operating subsidiaries of AMV in exchange for the release of $23,231 of secured indebtedness, which included a release of all amounts due and payable under a secured promissory note in the aggregate principal amount of $5,375 (the “AMV Note”) and all of the amounts due and payable under the Senior Secured Note, issued by Twistbox, due July 31, 2010, as amended on February 12, 2008 (the “ValueAct Note”) except for $3,500 in principal, which is due in one lump sum principal payment on June 21, 2013. In addition, all intercompany balances at that date were cancelled, and all shares of common stock and warrants of the Company held by ValueAct were cancelled. In addition, approximately 3,541 shares of common stock of the Company held by two of the founders of AMV were acquired by the Company.  As of June 30, 2010 the Company accrued $300 to a related party pertaining to the sale of AMV.
 
 In accordance with FASB ASC 205-20, Discontinued Operations, the operating results and net assets and liabilities related to AMV were reclassified as of June 21, 2010 and reported as discontinued operations in the accompanying consolidated financial statements.
 
In accordance with FASB ASC 360, Property, Plant and Equipment, the Company recorded a gain of $3,500 on the sale of AMV.
 
The following is a summary of assets and liabilities of the discontinued operations as of March 31, 2010 and as of the disposal date of June 21, 2010 and the resulting gain on sale:
 
   
June 21,
    
March 31,
  
   
2010
    
2010
  
Assets
            
Cash
   $ 641     $ 1,251  
Working Capital, net of cash
     1,367       1,501  
Property and Equipment, net
     591       668  
Goodwill and intangibles
     15,948       15,955  
Net Assets Sold
   $ 18,547     $ 19,375  
                 
Direct costs associated with the sale
     1,173          
Currency translation adjustment
     234          
Other
     3          
                 
    $ 19,957          
                 
Consideration
     24,272          
                 
Gain on sale, net of taxes
   $ 4,315