Purchase Price Allocation - Hotel Columbus

12 Months Ended

Dec. 31, 2015

Hotel Columbus

Purchase Price Allocation

NOTE 13 — Purchase Price Allocation — Hotel Columbus

The Company accounted for its Hotel Columbus acquisition under the acquisition method of accounting as indicated in FASB 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, agreed to be as of September 1, 2014.  The purchase price allocation process requires an analysis and valuation of acquired assets, which included fixed assets, technologies, customer contracts and relationships, trade names and liabilities assumed, including contractual commitments and legal contingencies.  Based on an asset evaluation performed by an independent, certified appraiser, the Company determined that there was no material fair value in the technologies, customer contracts and relationships and trade names in the acquisition of the Hotel Columbus and that the acquisition was considered a “bargain purchase,” for which the fair value of the net assets acquired exceeded the price paid for the acquisition.  Thus, the excess value of €132, or approximately $149, was recognized as a gain in Other Income in the Company’s consolidated income statement for the year ended December 31, 2015.  ASC 805 also requires that prior to recognizing the gain, the acquirer must reassess whether it has correctly identified all of the assets acquired and liabilities assumed and recognize any additional assets or liabilities that result from that review.  TWC has reviewed the measurement procedures used in valuing the assets acquired and liabilities assumed and determined that all assets and liabilities have been correctly identified and recognized.

Thus, the Company allocated the fair value of all acquired assets, before depreciation, as follows:

Purchase Price Allocation	Fair Value Estimate at Acquisition Date		Final Fair Value at Acquisition Date		Final Fair Value at Acquisition Date
Cash	€	2,100	€	2,100	$	2,700
Sparkasse Seligenstadt Loan	3,600		3,600		4,700
Total purchase price consideration	5,700		5,700		7,400
Gain			132		149
Total	€	5,700	€	5,832	$	7,549
Fair value assigned to assets acquired:
Land	€	647	€	591	$	770
Buildings	4,460		4,446		5,744
Property & equipment	593		785		1,020
Inventory			10		15
Net Assets	€	5,700	€	5,832	$	7,549