EX-99.4 5 c86796_ex99-4.htm

Exhibit 99.4

 

CONTENTS

 

  PAGE
   
FINANCIAL STATEMENTS (UNAUDITED)  
   
Balance sheets 1-2
   
Statements of income 3
   
Statements of stockholders’ equity 4
   
Statements of cash flows 5-6
   
Notes to financial statements 7-16
 

etailz, inc.

BALANCE SHEETS (UNAUDITED)

 

ASSETS

 

   June 30,
2016
  December 31,
2015
           
CURRENT ASSETS          
Cash  $169,569   $395,750 
Accounts receivable   979,917    998,310 
Inventories, net   12,215,049    13,467,916 
Inventory in transit   301,361    418,974 
Inventory deposits   468,036    639,756 
Prepaid and other current assets   303,875    216,173 
Current deferred tax assets   280,329    229,001 
           
Total current assets   14,718,136    16,365,880 
           
PROPERTY AND EQUIPMENT          
Computers   75,476    54,864 
Furniture   8,674    16,283 
Leasehold improvements   192,648    166,106 
Accumulated depreciation and amortization   (122,586)   (90,244)
           
Total property and equipment, net   154,212    147,009 
           
LONG-TERM ASSETS          
Software and websites, net of accumulated amortization   521,024    516,205 
           
Total assets  $15,393,372   $17,029,094 

 

1

 

etailz, inc

BALANCE SHEETS (UNAUDITED)

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

   June 30,
2016
  December 31,
2015
           
CURRENT LIABILITIES          
Checks in excess of bank balance  $1,591,704   $376,005 
Line of credit, current   2,109,688    3,236,590 
Accounts payable   3,351,551    4,673,781 
Credit cards payable   327,444    955,736 
Sales returns   369,339    584,580 
Sales tax payable   496,690    837,820 
Payroll liabilities   105,825    131,213 
Other accrued expenses   273,834    370,221 
Income tax payable   87,712    321,156 
           
Total current liabilities   8,713,787    11,487,102 
           
LONG-TERM LIABILITIES
Long-term deferred tax liabilities, net   192,592    79,074 
Other liabilities   16,715    35,940 
           
Total long-term liabilities   209,307    115,014 
           
COMMITMENTS AND CONTINGENCIES (Notes 2, 3, and 5)          
           
STOCKHOLDERS’ EQUITY          
Preferred stock, no par value; 50,000,000 shares authorized; none issued or outstanding   -    - 
Common stock, no par value; 50,000,000 shares authorized; 991,698 issued and outstanding   1,563,000    1,563,000 
Additional paid-in capital   366,296    366,296 
Retained earnings   4,540,982    3,497,682 
           
Total stockholders’ equity   6,470,278    5,426,978 
           
Total liabilities and stockholders’ equity  $15,393,372   $17,029,094 

 

2

 

etailz, inc.

STATEMENTS OF INCOME (UNAUDITED)

 

   Three Months Ended June 30,  Six Months Ended June 30,
   2016  2015  2016  2015
                 
Net sales  $28,846,698   $20,693,332   $56,327,017   $40,218,160 
                     
Cost of sales   21,324,257    15,210,190    41,385,024    29,717,607 
                     
Gross profit   7,522,441    5,483,142    14,941,993    10,500,553 
                     
Selling, general, and administrative expenses   6,725,485    4,691,857    13,039,863    9,155,284 
                     
Operating income   796,956    791,285    1,902,130    1,345,269 
                     
Other expense                    
Interest expense   17,851    18,866    35,569    26,984 
Other expense (income)   40,487    20,588    39,354    52,951 
                     
    58,338    39,454    74,923    79,935 
                     
Income before income taxes   738,618    751,831    1,827,207    1,265,334 
                     
Income tax expense   317,097    322,769    783,907    542,514 
                     
Net income  $421,521   $429,062   $1,043,300   $722,820 

 

 3
 

etailz, inc.

STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

 

   Preferred
Stock
(Shares)
  Preferred
Stock
(Amount)
  Common
Stock
(Shares)
  Common
Stock
(Amount)
  Additional
Paid-in
Capital
  Retained
Earnings
  Total
Stockholders’
Equity
                                    
Balance, January 1, 2015   -   $-    991,698   $1,563,000   $366,296   $1,650,603   $3,579,899 
                                    
Net income   -    -    -    -    -    1,847,079    1,847,079 
                                    
Balance, December 31, 2015   -    -    991,698    1,563,000    366,296    3,497,682    5,426,978 
                                    
Net income   -    -    -    -    -    1,043,300    1,043,300 
                                    
Balance, June 30, 2016   -   $-    991,698   $1,563,000   $366,296   $4,540,982   $6,470,278 

 

4  
 

etailz, inc.

STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   Six Months Ended June 30,
   2016  2015
           
CASH FLOWS FROM OPERATING ACTIVITIES          
Cash received from customers  $56,130,169   $39,459,574 
Cash paid to suppliers and employees   (55,281,967)   (41,590,399)
Interest paid   (35,569)   (26,984)
Income tax paid   (955,161)   (853,811)
           
Net cash from operating activities   (142,528)   (3,011,620)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   (54,220)   (148,317)
Purchase of software and websites   -    (27,900)
Capitalization of internal software and website development costs   (118,230)   (138,497)
           
Net cash from investing activities   (172,450)   (314,714)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Change in checks in excess of bank balance   1,215,699    282,481 
Draws on line of credit   28,393,787    18,259,630 
Repayments of line of credit   (29,520,689)   (15,205,864)
           
Net cash from financing activities   88,797    3,336,247 
           
NET CHANGE IN CASH   (226,181)   9,913 
           
CASH at beginning of year   395,750    78,259 
           
CASH at end of year  $169,569   $88,172 

 

5

 

etailz, inc.

STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   Six Months Ended June 30,
   2016  2015
           
RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES          
Net income  $1,043,300   $722,820 
Adjustments to reconcile net income to net cash from operating activities          
Depreciation and amortization   160,428    81,151 
Deferred income taxes   62,190    122,148 
Increase in reserves for inventory obsolescence and sales returns   254,759    (93,518)
Change in assets and liabilities          
Accounts receivable   18,393    (590,068)
Inventories (including in-transit)   900,480    (2,256,150)
Deposits and other current assets   84,018    (171,878)
Accounts and credit cards payable   (233,444)   (433,445)
Other accrued expenses   (1,950,522)   (676,348)
Income taxes payable   (482,130)   283,668 
           
Net cash from operating activities  $(142,528)  $(3,011,620)
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
Transfer from software in development to software and websites  $85,893   $127,123 

 

6  
 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Summary of Significant Accounting Policies

 

Nature of business operations – etailz, inc. (Company or etailz) was established in 2008 and is an online retailer and developer of consumer products. The Company is headquartered and operates a retail store in Spokane, Washington.

 

Basis of presentation – The balance sheets as of June 30, 2016 and 2015, the statements of income for both the three and six months ended June 30, 2016 and 2015, and the statements of cash flows for the six months ended June 30, 2016 and 2015 are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations, and cash flows of the Company for the periods presented have been made.

 

Due to the seasonal nature of the Company’s business, the results of operations for the three and six months ended June 30, 2016 and 2015 are not indicative of the operating results that may be expected for the year ending December 31, 2016 and 2015.

 

Recent accounting pronouncements – Accounting Standards Update (ASU) No. 2016-02 establishes a new lease accounting model for lessees. Under the new guidance, which becomes effective January 1, 2020, for calendar-year nonpublic entities, lessees will be required to recognize right-of-use assets and liabilities for most leases having lease terms of 12 months or more. However, lease expense will be recognized on the income statement in a manner similar to existing requirements.

 

ASU No. 2014-09 provides sweeping new, globally applicable converged guidance concerning recognition and measurement of revenue. In addition, significant additional disclosures are required about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new rules, under accounting principles generally accepted in the United States of America (GAAP), which become effective for nonpublic entities in calendar year 2019, will replace virtually all existing revenue guidance, including most industry-specific guidance.

 

The Company is currently evaluating the impact of these ASUs and has not yet implemented them.

 

Foreign currency – The Company buys and sells certain products internationally. In these cases, the transactions are generally denominated in the local currency. All income statement transactions are immediately remeasured into U.S. dollars. The remeasurement of the related foreign receivables, payables and cash into U.S. dollars creates remeasurement gains and losses that are included in earnings as a component of other expense. The Company recognized net remeasurement losses (gains) of $6,256 and $12,913 during the three months ended June 30, 2016 and 2015, respectively and ($9,334) and $43,842 during the six months ended June 30, 2016 and 2015, respectively.

 

7

 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Summary of Significant Accounting Policies (continued)

 

Reclassifications – Certain reclassifications have been made to previously issued financial statements to conform with the presentation of these financial statements. Total equity and net income are unchanged due to these reclassifications.

 

Comprehensive income – Net income was equal to comprehensive income for each of the periods presented.

 

Accounts receivable – Accounts receivable are primarily comprised of merchant receivables, which are stated at the amount the Company expects to collect. An allowance for doubtful accounts is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Receivables are typically paid within 10 days of the underlying transactions. Receivables not paid within the contractually agreed upon timeframe are considered delinquent. Delinquent receivables are written off based on individual credit evaluation, specific circumstances of the customer, and management’s discretion. The Company did not have an allowance for doubtful accounts at June 30, 2016 or December 31, 2015, as management expects all accounts to be collected. Actual write offs were insignificant for all periods presented.

 

Inventories – Inventories are comprised of consumer products to be sold and are stated at the lower of cost or net realizable value, calculated on average cost, which approximates the first-in, first-out method. The Company provides for obsolescence and net realizable value adjustments by recording a reserve. At June 30, 2016 and December 31, 2015, the reserve for obsolescence and net realizable value adjustments was $470,000 and $900,000, respectively.

 

The Company is occasionally required to prepay for certain inventories. In these situations, the prepayment is recorded as a deposit until the risks and rewards of ownership have been transferred to etailz. Inventory in-transit is recorded if this transfer occurs at the time of shipment.

 

Property and equipment – Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the assets’ estimated useful lives. The useful lives for depreciation purposes range from three to five years for computers and equipment. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful life. Depreciation and amortization expense was $17,970 and $17,916 for the three month periods ended June 30, 2016 and 2015, respectively, and $47,017 and $33,028 for the six month periods ended June 30, 2016 and 2015, respectively, and is included with selling, general, and administrative expenses.

 

Valuation of long-lived assets – The Company, using its best estimates based on reasonable and supportable assumptions and projections, reviews assets for impairment whenever events or changes in circumstances have indicated the carrying amount of its assets might not be recoverable. Impaired assets are reported at the lower of cost or fair value. As of June 30, 2016 and December 31, 2015, no long-lived assets were impaired.

 

8

 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Summary of Significant Accounting Policies (continued)

 

Software and websites, net – The Company capitalizes third party and internal costs incurred to develop websites and internal-use computer software. Internal and external costs incurred in connection with development of upgrades or enhancements that result in additional functionality are also capitalized. These capitalized costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally three years. Purchased software is capitalized and amortized over its estimated useful life.

 

The following table summarizes software and websites at:

 

   June 30,  December 31,
   2016  2015
           
Purchased software  $51,851   $51,851 
Internally developed software and websites   724,688    638,795 
Software in development   70,385    38,048 
Less accumulated amortization   (325,900)   (212,489)
           
   $521,024   $516,205 

 

The Company determined internal costs of $69,944 and $81,779 during the three month periods ended June 30, 2016 and 2015, respectively, and $118,230 and $138,497 during the six month periods ended June 30, 2016 and 2015, respectively, to be in the application development stage and have, therefore, been capitalized as internally developed software and websites. All ineligible costs are expensed as incurred.

 

Amortization expense of capitalized internally developed software and websites was $55,237 and $23,867 during the three month periods ended June 30, 2016 and 2015, respectively, and $105,050 and $40,773 during the six month periods ended June 30, 2016 and 2015, respectively. Amortization expense of purchased software and third party development costs was $4,180 and $4,063 during the three month periods ended June 30, 2016 and 2015, respectively, and $8,361 and $7,350 during the six month periods ended June 30, 2016 and 2015, respectively.

 

Deferred rent – Certain of the Company’s operating leases contain lease incentives and predetermined fixed escalations of the base rental rate during the original term of the lease. For these leases, the Company recognizes the related rental expense on a straight-line basis over the life of the lease and records the difference between the amounts charged to operations and amounts paid as deferred rent. The balance of deferred rent is presented as a long-term liability on the balance sheet.

 

Stock warrants – The Company accounts for stock warrants under the provisions of the fair value based measurement method, which requires the recognition of compensation expense based on the fair value of warrants on the grant date. Compensation expense is being recognized on a straight-line basis over the total requisite service period of each award.

 

9

 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Summary of Significant Accounting Policies (continued)

 

Revenue recognition – Revenue is recognized from product sales, which includes shipping revenue, net of estimated returns, upon shipment of products to customers. The Company records its reserve for estimated future returns based on historical experience and current trends.

 

The majority of product sales are shipped from the Amazon.com’s various fulfillment centers. Certain vendors are also used to ship products directly to customers on the Company’s behalf. The Company acts as principal in these transactions, as orders are initiated directly through the e-commerce businesses that are operated by the Company or through Amazon.com; title to the goods are taken by the Company at the shipping point and have the economic risk related to collection, customer care, and returns. Revenue is then recognized when title and significant risks of ownership passes to the customer. For drop-shipping services, revenue is recorded at gross as a principal and recorded as revenues from product sales.

 

For retail sales, revenue is recorded at the point of sale.

 

Advertising – The Company’s policy is to expense advertising costs as incurred. Advertising expenses were $65,954 and $30,990 during the three month periods ended June 30, 2016 and 2015, respectively, and $109,631 and $58,411 during the six month periods ended June 30, 2016 and 2015, respectively.

 

Shipping and handling – The Company includes shipping and handling costs and fulfillment fees from third parties in cost of sales.

 

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

 

Concentrations – At various times during the year, the Company had cash balances maintained with one financial institution in excess of federally insured limits.

 

The Company sells the majority of its product through Amazon.com’s website. The Company may be susceptible to any negative changes to Amazon.com’s website or online marketplace.

 

Substantially all the Company’s revenue and accounts receivable is attributable to sales through Amazon.com and its affiliates.

 

10

 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Summary of Significant Accounting Policies (continued)

 

Income taxes – Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statements and tax basis of assets and liabilities at the applicable enacted tax rates. A valuation allowance is provided when it is more likely than not some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings.

 

The Company adheres to the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740-10, Income Taxes, relating to accounting for uncertain tax positions. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense.

 

Sales taxes – The Company remits sales taxes to various taxing jurisdictions as a result of revenue earned from the sale of products to its customers. Specific sales tax rates applicable to the Company’s products vary by taxing jurisdiction. The Company records sales tax as a current liability at the time the revenue is earned. The liability is relieved upon the remittance of the sales tax owed to the various taxing jurisdictions. The Company’s accounting policy is to exclude the tax collected and remitted to the state from revenue and expenses.

 

Subsequent events – Subsequent events are events or transactions that occur after the date of the balance sheet but before the financial statements are issued. The Company recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing the financial statements. The Company’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the date of the balance sheet and before the financial statements are issued.

 

The Company has evaluated subsequent events through December 28, 2016, which is the date the financial statements are available to be issued.

 

11

 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 2 – Line of Credit

 

On November 25, 2014, the Company entered into a line of credit agreement with Chase Bank, N.A. (Bank), expiring December 31, 2016. The line of credit is subject to a borrowing base of 50% of inventory and 80% of accounts receivable. Maximum borrowings are $5,000,000, adjusting to accommodate the Company’s increased activity during the holiday months, so that $9,000,000 in borrowings are available to the Company from October 1 to February 1. The Company may select the interest rate for each advance at the LIBOR plus 1.5%, or the prime rate less 1.25% (2.25% at June 30, 2016).

 

The line of credit agreement between the Bank and the Company contain certain financial covenants that are required to be met by the Company. Subsequent to the balance sheet date, the line of credit was paid off. See Note 9.

 

Note 3 – Operating Leases

 

The Company has operating leases for its office, retail, and warehouse spaces with various maturities through May 2019. Rent expense under these leases $112,059 and $82,862 during the three month periods ended June 30, 2016 and 2015, respectively, and $217,584 and $156,321 during the six month periods ended June 30, 2016 and 2015, respectively.

 

Future minimum lease commitments are as follows:

 

Remainder of 2016  $295,226 
2017   764,500 
2018   453,992 
2019   308,330 
      
   $1,822,048 

 

The company has the option to terminate one of its leases in November 2017 and again in November 2018. The table above assumes the Company does not elect to terminate its lease early.

 

12

 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 4 – Income Taxes

 

At June 30, 2016 and December 31, 2015, the Company’s net deferred tax asset was $87,737 and $149,927, respectively. The components of the gross deferred tax assets and liabilities were primarily attributable to the reserve for returns and allowance, stock warrants and the book-tax basis differential in fixed assets. Management considered the need for a valuation allowance for each period and determined that no such allowance was required.

 

Income tax expense for the three and six month periods ended June 30, 2016 and 2015, is based on the Company’s estimate of the effective tax rate expected to be applicable for the full year. The difference between the anticipated income tax expense at the statutory federal rate of 34% and actual income tax expense for the periods presented was primarily attributable to net effect of state income taxes, certain permanent differences and the effect of federal research and development credits.

 

The Company does not have any material uncertain tax positions. As of June 30, 2016 and December 31, 2015, there is no accrued interest or penalties recorded in the financial statements.

 

The Company’s total deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for federal income tax purposes.

 

Note 5 – Stockholders’ Equity

 

Capital structure – The capital structure of the Company consists of the following:

 

Common stock – The Company has authorized 50,000,000 shares; 991,698 shares issued and outstanding at June 30, 2016 and December 31, 2015, with no par value.

 

Preferred stock – The Company has authorized 50,000,000 shares; no shares issued or outstanding at June 30, 2016 and December 31, 2015, with no par value.

 

Holders of preferred stock shall have preferential rights and privileges to holders of common stock with regard to dividends, redemptions, liquidations, and other as provided by the Board of Directors in establishing particular series of preferred stock. As of June 30, 2016 and December 31, 2015, no particular series of preferred stock has been established by the Board of Directors.

 

Stock warrants – The Company’s executive management, from time to time, grant certain parties warrants to purchase shares of the Company’s common stock at fixed prices with the approval of the Board of Directors. The warrants vest immediately and expire 5 to 10 years from the date of issuance.

 

13

 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 5 – Stockholders’ Equity (continued)

 

Put options – During 2013, and in connection with the stock sales, the Company executed two put option agreements with 10-year terms, which allow certain stockholders the right to require the Company to repurchase 98,698 shares of common stock upon the occurrence of a triggering event. The triggering events are: (1) the adoption by the Company of a plan of liquidation or dissolution; or (2) a sale, merger, consolidation, or other transaction or series of transactions within a period of twelve (12) consecutive months resulting in a change in control of the Company. The put option agreement defines a change in control as an event where the stockholders of the Company immediately before the transaction do not retain substantially the same proportions of their share ownership of the Company’s voting stock immediately after the transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company.

 

Subsequent to a triggering event, the Company will be required to repurchase the shares from the stockholders at $12.92 per share, upon the proper and timely exercise of the put options. Although a triggering event occurred subsequent to year-end, (see Note 9), the put option was not exercised because it was more beneficial for the holder to sell its shares of common stock. Accordingly, no liability has been recorded related to this settlement.

 

Note 6 – Share-Based Compensation

 

The following table summarizes the Company’s stock warrants outstanding and exercisable at June 30, 2016:

 

Exercise Price  Number of
Warrants
Outstanding
  Weighted-
Average
Remaining
Contractual Life
(Years)
  Weighted-
Average Exercise
Price
  Weighted-
Average Grant
Date Fair Value
                       
$1.00    191,625    3.44   $-   $- 
 1.50    65,000    4.56    -    - 
 6.23    21,849    5.89    -    - 
 8.36    20,000    6.56    -    - 
 12.92    58,050    3.50    -    - 
                       
      356,524    3.98   $3.77   $1.03 

 

14

 

etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 7 – Employee Benefit Plan

 

Effective January 1, 2015, the Company implemented a defined contribution 401(k) plan (Plan) covering substantially all employees. Employees are eligible after one year, with a minimum of 1,000 hours worked, and may elect to defer compensation subject to the Internal Revenue Service allowable contribution limit. The Company matches up to 6% of employee compensation, as defined by the Plan document, which totaled $49,207 and $30,161 during the three month periods ended June 30, 2016 and 2015, respectively, and $87,867 and $57,192 during the six month periods ended June 30, 2016 and 2015, respectively.

 

Note 8 – Fair Value Measurements

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs:

 

Level 1 Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.
     
Level 2 Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:
     
  · Quoted prices for similar assets or liabilities in active markets;
  · Quoted prices for identical or similar assets in non-active markets;
  · Inputs other than quoted prices that are observable for the asset or liability; and
  · Inputs that are derived principally from or corroborated by other observable market data.
     
Level 3 Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

 

The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

 

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etailz, inc.

NOTES TO FINANCIAL STATEMENTS

 

Note 8 – Fair Value Measurements (continued)

 

Our financial instruments include cash, accounts receivable, line of credit, accounts and credit cards payable, sales tax payable, payroll liabilities and accrued expenses and liabilities. The fair values of these items approximated carrying values because of the short-term nature of the instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy.

 

Note 9 – Subsequent events

 

Effective October 17, 2016, Trans World Entertainment Corporation, a public entity traded on the NASDAQ acquired all of the outstanding shares of etailz for approximately $75,000,000, which includes contingent consideration.

 

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