Purchase Price Allocation

3 Months Ended

Mar. 31, 2015

Purchase Price Allocation

Purchase Price Allocation

5.Purchase Price Allocation

The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in FASB ASC 805 (“ASC 805”), Business Combinations, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company identified and recorded assets acquired and liabilities assumed in this business combination, based on fair value estimates as of the date of acquisition.  The purchase price allocation process requires an analysis and valuation of acquired assets, which may include fixed assets, technologies, customer contracts and relationships, trade names and liabilities assumed, including contractual commitments and legal contingencies.  Based on preliminary estimates and assumptions, the Company determined that there were no material fair values in the technologies, customer contracts and relationships and trade names in the acquisition of the Hotel Columbus.  Further, the Company estimates that there were no intangible assets acquired, no liabilities assumed, and no goodwill derived from the purchase.

Pending finalization of the Company’s review of the fair value of assets acquired, the Company allocated initial fair value of all acquired assets, before depreciation, as follows:

Purchase Price Allocation, in thousands (000)	At Acquisition Date		At Acquisition Date		Net Book Value  (at March 31, 2015)
Cash	€	2,100	$	2,700	$	2,260
Bank loan (Sparkasse)	3,600		4,700		3,874
Total purchase price consideration	€	5,700	$	7,400	$	6,134
Provisional amounts assigned to assets acquired:
Land	647		800		727
Buildings	4,460		5,500		5,086
Property & equipment	593		1,100		640
	€	5,700	$	7,400	$	6,453

The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed.  The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values.  Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant.  The Company expects to finalize the valuation and complete the purchase price allocation in the second quarter of 2015.

The following unaudited pro forma results of operations for the three months ended March 31, 2014 presented are provided for illustrative purposes only and assume the acquisition occurred as of January 1, 2014 and do not assume any cost savings from TWC’s management of the operations. The unaudited pro forma financial results do not purport to be indicative of the results of operations for future periods or the results that actually would have been realized had TWC operated the Hotel Columbus during these periods. The unaudited pro forma results are presented in thousands, except share and per share information.

	Three Months Ended
In thousands (000) except share and per share information	March 31, 2014
REVENUES	$	9,863
NET INCOME	$	650
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	8,809,894
Diluted	9,121,982
EARNINGS PER COMMON SHARE:
Basic	$	0.07
Diluted	$	0.07