RG Merger Consideration (Tables)

12 Months Ended

Dec. 31, 2016

RG Merger Consideration

Schedule of total consideration allocated to the assets based on their estimated fair values as of the date of the completion of the acquisition

The following is the total purchase price allocation as of December 31, 2016 (in thousands, except share and per share data):

	Preliminary Purchase		Measurement Period		Final Purchase
	Price Allocation		Adjustments (1)		Price Allocation
Assets acquired and liabilities assumed:
Cash and cash equivalents	$	2,092	$	—	$	2,092
Factored accounts receivable		6,719		—		6,719
Accounts receivable		336		—		336
Inventories		11,378		—		11,378
Prepaid expenses and other current assets		754		1,524		2,278
Property and equipment		356		—		356
Other assets		352		—		352
Accounts payable and accrued expenses		(15,417)		—		(15,417)
Customer cash advances		(893)		—		(893)
Line of credit		(4,683)		—		(4,683)
Deferred income tax liability		(9,453)		(224)		(9,677)
Other liabilities		(81)		—		(81)
Buy-out payable		(1,668)		—		(1,668)
Intangible assets acquired:
Trade name		32,300		—		32,300
Customer relationships		14,100		(700)		13,400
Total		36,192		600		36,792
Excess purchase price over net assets acquired		4,238		(600)		3,638
Total net assets acquired	$	40,430	$	—	$	40,430
Total purchase price:
Cash paid to existing holders of convertible notes	$	8,630	$	—	$	8,630
Fair value of Modified Convertible Notes transferred to the existing holders of convertible notes		11,800		—		11,800
Equity consideration to the Company's stockholders and existing holders of convertible notes (3,508,747 common shares at $5.70)		20,000		—		20,000
Total purchase price	$	40,430	$	—	$	40,430

(1) The measurement period adjustments were due to the finalization of the valuation related to intangible assets and a tax analysis, and resulted in the following: a decrease to customer relationships, an increase to prepaid expenses and other current assets related to a tax receivable and an increase in long-term deferred tax liabilities, with a corresponding decrease to goodwill. The measurement period adjustments did not have a significant impact on the Company’s consolidated statement of operations and comprehensive (loss) income for the year ended December 31, 2016.