Annual report pursuant to Section 13 and 15(d)

Business Acquisition

v3.8.0.1
Business Acquisition
 12 Months Ended
Feb. 03, 2018
Business Combinations [Abstract]  
Business Acquisition [Text Block]
Business Acquisition
On December 16, 2016, Evine entered into an asset purchase agreement and acquired substantially all the assets and select liabilities of Princeton Enterprises, LTD (dba Princeton Watches, "Princeton"), an online retail enterprise engaged in the sale of watches, clocks and related accessories. The acquisition of Princeton will help expand on the Company's strong watch and clock offerings as well as broaden the Company's online distribution channels.
The acquisition has been accounted for under the purchase method of accounting, and accordingly, the purchase price has been allocated to the identifiable assets and liabilities assumed pursuant to the asset purchase agreement based on fair values at the acquisition date. The operating results of Princeton have been included in the consolidated financial statements of the Company since December 16, 2016, the date of acquisition. The supplementary proforma information, assuming this acquisition occurred as of the beginning of the prior period, and the operations of Princeton for the period from the December 16, 2016 acquisition date through the end of fiscal 2016 were immaterial.
The terms of the asset purchase agreement included an upfront cash payment of $508,000, a working capital holdback of $67,000 together with earn-out payments. The earn-out payments are scheduled to be paid in two annual installments based on Princeton's EBITDA for each of two years after the closing date.
The following table summarizes the fair value of consideration transferred as of the acquisition date:
Cash consideration
 
$
575,000

Fair value of contingent consideration
 
600,000

 
 
$
1,175,000


The following table summarizes our allocation of the Princeton purchase consideration:
Inventories
 
$
1,171,000

Identifiable intangible assets acquired:
 


Existing customer list
 
347,000

Trade Names
 
336,000

Accounts payable
 
(796,000
)
All other net tangible assets and liabilities
 
117,000

 
 
$
1,175,000


The fair value of identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate rate of return.
The Company incurred $22,000 of acquisition-related costs and are included in general and administrative expense in the accompanying fiscal 2016 consolidated statement of operations.