Business Combination Disclosure [Text Block] | Note 6. Business Combinations On October 17, 2016, the Company completed the purchase of all of the issued and outstanding shares of etailz, Inc. (“etailz”), an innovative and leading digital marketplace retail expert. The Company paid $38.1 million in cash and issued 5.7 million shares of TWMC stock at closing to the shareholders of etailz as consideration for their shares. Based on the fair value of $3.56 per share on the acquisition date, the shares had a value of $20.4 million. An earn-out of up to a maximum of $14.6 million will be payable in fiscal 2018 and fiscal 2019 subject to the achievement by etailz of $6 million in operating income in fiscal 2017 and $7.5 million in fiscal 2018. In connection with the acquisition, The Company assumed the liability for etailz’s employee retention bonus plan, of which $1.9 million was due and payable at closing and the remaining $2.3 million will be earned over a two year service period. The acquisition and related costs were funded primarily from the Company’s cash on hand and short term borrowings under its revolving credit facility. The acquisition was accounted for using the purchase method of accounting. As of the date of filing this quarterly report on Form 10-Q, the preliminary purchase accounting has not yet been finalized due primarily to the proximity of the closing date of the transaction to the filing date of this quarterly report and the pending receipt of the final valuation for certain assets, including identifiable intangible assets. The acquisition date fair value of the consideration for the above transaction consisted of the following as of October 17, 2016 (in thousands): Cash consideration $ 38,100 Fair value of stock consideration 20,415 Fair value of contingent consideration 10,381 Fair value of purchase consideration $ 68,896 The excess of purchase consideration paid over the fair value of identifiable intangible assets acquired was recorded as goodwill. The goodwill recognized is not deductible for income tax purposes. The following table summarizes the preliminary allocation of the aggregate purchase price to the estimated fair value of the net assets acquired: ($ in thousands) October 17, 2016 Assets Acquired Cash and Cash Equivalents $ 1,800 Accounts receivable 1,533 Prepaid expenses and other current assets 6,603 Inventory 14,669 Property and equipment, net 649 Other long term-assets 12 Acquired intangible assets: Trade names 3,200 Technology 6,700 Vendor relationships 19,000 Unfavorable lease valuation (125 ) Goodwill 39,800 Total assets acquired $ 93,841 Liabilities Assumed Accounts payable $ 4,227 Debt 5,289 Other current liabilities 7,927 Deferred taxes 7,502 Total liabilities assumed $ 24,945 Net assets acquired $ 68,896 The Company recognized total acquisition related costs of $2.2 million for the thirteen and thirty-nine weeks ended October 29, 2016. These costs are included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations. The results of operations of etailz will be reported in the Company’s etailz segment and has been included in the consolidated results of operations of the Company from the date of acquisition. The following unaudited pro forma financial information for the thirteen weeks and thirty-nine weeks ended October 29, 2016, and October 31, 2015, presents consolidated information as if the etailz acquisition had occurred on February 1, 2015. Because of different fiscal period ends, and in order to present results for comparable periods, the unaudited pro forma financial information for the thirty-nine weeks ended October 29, 2016, combines (i) the Company’s historical statement of operations for the thirty-nine weeks ended October 29, 2016, and (ii) etailz historical statement of income for the period from January 1, 2016 through August 31, 2016 and October 1, 2016 through October 16, 2016. The unaudited pro forma financial information for the thirteen weeks ended October 29, 2016, combines (i) the Company’s historical statement of operations for the thirteen weeks ended October 29, 2016; and (ii) etailz historical statement of income for the period from July 1, 2016 through August 31, 2016 and October 1, 2016 through October 16, 2016. The unaudited pro forma financial information for the thirty-nine weeks and thirteen weeks ended October 31, 2015, combines (i) the Company’s historical statement of operations for the thirty-nine weeks and thirteen weeks ended October 31, 2015, and (ii) etailz historical statement of income for the nine months and three months ended October 31, 2015. The unaudited pro forma financial information is presented after giving effect to certain adjustments for acquisition-related costs, depreciation, amortization of definite lived intangible assets, interest expense on acquisition financing, and related income tax effects. The unaudited pro forma financial information is based upon currently available information and upon certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma financial information does not purport to present what the Company’s results of operations would actually have been if the aforementioned transaction had in fact occurred on such date or at the beginning of the period indicated, nor does it project the Company’s financial position or results of operations at any future date or for any future period. Thirteen Weeks Ended Thirty-nine Weeks Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Pro forma total revenue $ 90,655 $ 90,942 $ 287,060 $ 278,862 Pro forma net loss (6,945 ) (5,441 ) (13,513 ) (10,074 ) Pro forma basic and diluted loss per share $ (0.19 ) $ (0.15 ) $ (0.37 ) $ (0.27 ) Pro forma weighted average number of common shares outstanding – basic and diluted 36,157 36,838 36,257 36,871 |