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SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2013
Accounting Policies [Abstract]  
Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Xhibit Corp. and all of its subsidiaries.  Intercompany accounts have been eliminated in consolidation.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 and the reported amounts of revenue and expenses during the reporting period.  Management believes that the estimates utilized in the preparation of financial statements are prudent and reasonable.  Actual results could differ from these estimates.

 

Accounts Receivable and Allowance for Doubtful Accounts

Receivables are recorded at the gross sales price of products sold to customers on trade credit terms.  The Company estimates the allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of past due accounts, historical trends and an assessment of the customer’s ability to pay.  The adequacy of the allowance is evaluated each month as part of the month-end closing activities and all customer accounts are reviewed.  Established guidelines as well as professional judgment are used in establishing the allowance.  Receivables that prove to be uncollectible after prescribed collection efforts have been exhausted are written-off by a charge to the allowance for doubtful accounts.  Recoveries of receivables previously written off are recorded when received.  Interest is not charged on overdue receivables, nor is collateral obtained on any amounts due.

 

Revenue Recognition

The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, delivery has occurred, collection of the related receivable is reasonably assured, and the fees are fixed or determinable.

 

We evaluate the criteria outlined in ASC Topic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When we are the primary obligor in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sales price.  If we are not the primary obligor in the transaction and amounts earned are determined using a fixed percentage, revenue is recorded on a net basis.

 

Revenue from merchandise sales:

The Company recognizes revenue from merchandise sales when acting as a principal upon shipment of product to customers by participating merchants, net of estimated returns and allowance.  Catalog, mail and internet merchandise sales are reported on a net basis. Variable margin revenue is recognized as merchandise sales at the time a customer places an order and is based on a percentage of the merchandise sales price.

 

Sales and use taxes charged to customers and incurred by the Company are shown net in the consolidated statements of income.

 

Revenue from gift card sales:

The Company has a gift card program which provides fulfillment of gift cards for large loyalty programs that offer gift card reward options in their program.  The Company recognizes revenue from gift card sales when acting as a principal upon shipment of product to customers, net of estimated returns and allowance.  Under certain of its partner agreements, the Company earns a margin that is charged in addition to the cost of the gift card.  For these sales, the Company records gift card revenue for only the amount of the margin.

 

Revenue from placement fees:

Placement fees include amounts paid to the Company by participating merchants for inclusion of their products in the Company's catalogs.  Placement fees can be either fixed or a combination of variable and fixed arrangements depending on the agreement the Company has with the participating merchant.  Fixed placement fee revenue is recognized on a straight-line basis over the circulation period of the catalog, which is generally three months. Placement fees billed in advance of distribution of the related catalog are recorded as a contra receivable account.

 

Revenue from nutraceutical sales:

Revenue from product sales and gross outbound shipping and handling charges, are recognized upon receipt of the product by the customer.  In accordance with the Company’s revenue recognition policy, the Company establishes a deferred revenue liability equal to five days which represents products that have shipped, but have not yet been received by the customers at the end of a given period. The Company’s sales terms allow customers certain limited rights of return for a period of 30-days. The Company recorded a reserve for returns of $89,473 at June 30, 2013.

 

Internet marketing revenue:

The Company recognizes revenue at the time services are performed and sales are generated on behalf of their customers.  Revenue is presented on a gross basis, net of discounts and allowances.

 

Shipping and handling costs

Amounts billed to customers related to shipping and handling costs ($821,127 and zero for the six months ended June 30, 2013 and 2012, respectively) are recorded as other revenues.  Shipping and handling costs incurred by the Company are classified as cost of goods sold in the consolidated statements of operations.

 

Inventory

The Company supplies and fulfills retail gift cards to third party loyalty programs that make the Company’s retail gift cards available to their members upon redemption of accumulated loyalty points or miles.  The Company maintains a gift card inventory and assumes all risks associated with the inventory.

 

Paper inventory consists principally of paper held for future catalog editions, and is stated at lower of cost or market.  Cost is determined using the first-in, first-out method.  There is no paper inventory on hand that management believes to be obsolete or slow-moving.

 

Catalog expenses

Catalog production costs include expenses related to printing paper, and production of the SkyMall in-flight catalog and various loyalty program catalogs the Company produces.  The Company expenses catalog production costs over the circulation period of the catalog, which is generally three months.

 

Advertising

The Company expenses advertising costs when such costs are incurred.

 

Stock-based Compensation

The Company accounts for stock-based compensation by using the Black-Scholes-Merton option valuation model to estimate the fair value of stock options issued, estimating the expected forfeiture rate, and recognizing expense for the options expected to vest over the requisite service/vesting period. Refer to Note 13 for further information and required disclosures related to stock-based compensation.

 

Concentrations and Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and accounts receivable.   All cash balances are maintained in two financial institutions that have been determined by management to maintain a high credit rating.  From time to time, the Company’s cash balances may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits.  As part of its cash management process, the Company performs periodic evaluations of these financial institutions.  Regarding trade accounts receivable, the Company minimizes its credit risk by performing credit evaluations of its customers and /or limiting the amount of credit extended.  Accounts receivable balances are carried net of any allowances for doubtful accounts.

 

Intangible Assets

Intangible assets consist primarily of the “SkyMall” tradename, the SkyMall loyalty program, merchant relationships, customer relationships, purchased technology and non-compete agreements which are recorded at their estimated fair value at the date of acquisition. For intangible assets with finite lives, the pattern in which the economic benefit of the assets will be consumed is evaluated based on projected usage or production of revenues.  The Company considers certain factors when assigning useful lives such as legal, regulatory and contractual provisions as well as management’s judgment, the effects of obsolescence, demand, competition and other economic factors.  Intangible assets are amortized using the straight-line method over their estimated useful lives ranging from two to eight years. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. There were no impairment charges for intangible assets for the six months ended June 30, 2013 and 2012.

 

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the net fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather is assessed for impairment annually or whenever events or changes in circumstances indicate that an impairment may have occurred.  The Company performs an annual impairment assessment, or whenever events or circumstances indicate impairment may have occurred.  Effective January 1, 2013, the Company began operating two reporting segments (Internet Marketing and Nutraceutical Products) and upon consummation of the SkyMall Merger in May 2013, the Company began operating a third reporting unit (SkyMall).  Beginning in 2013, the Company evaluates the need for an impairment charge for goodwill recorded in each reporting unit based on the fair value of the respective reporting unit.  No impairment charge for goodwill was recorded during the three month period ended June 30, 2013 but goodwill was substantially impaired at December 31, 2013 (Note 18).

 

Business Combination

The Company’s completion of its merger with the SkyMall Companies on May 16, 2013 has resulted in the recording of goodwill and identifiable definite-lived intangible assets.  The Company recognizes all of the assets acquired and liabilities assumed at their fair values on the acquisition date.  The Company has used significant estimates and assumptions, including fair value estimates, as of the merger date and may refine those estimates that are provisional, as necessary, during the measurement period.  The measurement period is the period after the acquisition date, not to exceed one year, in which new information may be gathered about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized.  Measurement period adjustments are applied retrospectively.  All other adjustments are recorded to the consolidated statements of operations.  The Company did not record any measurement period adjustments during the six month period ended June 30, 2013.  Acquisition-related costs are recognized separately from the acquisition and expensed as incurred and are generally included in general and administrative expenses in the consolidated statements of operations.  The Company determines the useful lives for definite-lived tangible and intangible assets and liabilities assumed using estimates and judgments.

 

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. This method requires that the current or deferred tax consequences of all events recognized in the financial statements be measured by applying the provisions of enacted tax laws to determine the amounts of taxes payable or refundable currently, and the deferred tax assets and liabilities attributable to temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.

 

The Company recognizes and measures uncertain tax positions using a more-likely-than-not approach. The Company had no material uncertain tax positions at June 30, 2013 or December 31, 2012.

 

Comprehensive Income (Loss)

Components of comprehensive income or loss, including net income or loss, are reported in the financial statements in the period in which they are recognized.  Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources.  Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss).  The Company did not have any items of comprehensive income (loss) for the six month periods ended June 30, 2013 or 2012.

 

Reclassification

Certain amounts in the 2012 financial statements have been reclassified to conform to the 2013 financial presentation.  Such reclassifications were not material individually or in the aggregate.

 

Recent Accounting Pronouncements

The FASB has issued Accounting Standards Update (ASU) No. 2012-02, Intangibles--Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU states that an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Codification Subtopic 350-30, Intangibles-Goodwill and Other General Intangibles Other than Goodwill. Under the guidance in this ASU, an entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.