XML 48 R33.htm IDEA: XBRL DOCUMENT v3.7.0.1
Business Combinations (Tables)
12 Months Ended
Dec. 31, 2016
Schedule of Business Acquisitions by Acquisition, Contingent Consideration
The transaction has been accounted for as a business combination. Assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The purchase price consideration was as follows:
 
 
 
Fair
 
 
 
Value
 
October 15, 2015 Acquisition:
 
 
 
 
Series B Preferred Stock
 
$
5,378
 
Debt assumed, settled in shares
 
 
193
 
Total fair value of shares issued
 
$
5,571
 
Components of Recognized Identified Assets Acquired and Liabilities Assumed
The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the acquisition date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. The purchase price allocation was as follows:
 
 
 
Fair Value
 
Assets:
 
 
 
 
Cash and cash equivalents
 
$
144
 
Accounts receivable
 
 
245
 
Inventory
 
 
234
 
Prepaid expenses`
 
 
18
 
Intangible assets
 
 
2,146
 
Goodwill
 
 
4,863
 
Total assets
 
 
7,650
 
 
 
 
 
 
Liabilities:
 
 
 
 
Accounts payable
 
 
464
 
Credit line
 
 
270
 
Accrued expenses
 
 
44
 
Other current liabilities
 
 
173
 
Deferred tax liabilities
 
 
866
 
Total liabilities
 
 
1,817
 
 
 
 
 
 
Net assets
 
 
5,833
 
Noncontrolling interest in FLI Charge
 
 
(262)
 
Total fair value
 
$
5,571
 
XpresSpa Holdings LLC [Member]  
Schedule of Business Acquisitions by Acquisition, Contingent Consideration
Assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The fair value of the purchase price consideration was allocated as follows:
 
 
 
Fair
 
Acquisition of XpresSpa on December 23, 2016:
 
Value
 
Cash
 
$
1,734
 
FORM Common Stock
 
 
5,225
 
December 2016 Warrants
 
 
2,689
 
FORM Preferred Stock
 
 
27,752
 
Total fair value of the purchase consideration
 
$
37,400
 
Components of Recognized Identified Assets Acquired and Liabilities Assumed
The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the acquisition date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. The fair value of the purchase price was allocated as follows
 
 
 
Fair Value
 
Assets:
 
 
 
 
Cash and cash equivalents
 
$
2,114
 
Accounts receivable
 
 
71
 
Inventory
 
 
2,580
 
Prepaid expenses
 
 
1,216
 
Restricted cash
 
 
638
 
Property and equipment
 
 
16,308
 
Intangible assets
 
 
13,620
 
Goodwill
 
 
20,303
 
Security deposits for leases
 
 
392
 
Total assets
 
 
57,242
 
 
 
 
 
 
Liabilities:
 
 
 
 
Accounts payable
 
 
4,118
 
Accrued expenses
 
 
4,586
 
Debt
 
 
6,500
 
Total liabilities
 
 
15,204
 
 
 
 
 
 
Net assets
 
 
42,038
 
Noncontrolling interests
 
 
(4,638)
 
Total fair value
 
$
37,400