v3.19.1

Acquisition of OneClick | 12 Months Ended
--- | ---
Dec. 31, 2018
OneClick Acquisitions [Member] |
Business Acquisition [Line Items] |
Acquisition | NOTE 16—ACQUISITION OF ONECLICK Effective October 1, 2017, Cooltech acquired all of the outstanding membership interests of OneClick International, LLC and OneClick License, LLC (collectively, “OneClick”) (the “OneClick Acquisitions”). OneClick is a consumer electronics retailer, specializing in commercializing Apple products and compatible brand accessories and providing professional technical support to Apple retail customers. Pursuant to non-exclusive authorized reseller, distributor and service provider agreements with Apple, Inc., OneClick is authorized to resell and service Apple products to/for end-users and other Apple-authorized resellers. OneClick International, LLC is authorized to purchase products directly from Apple, but may only sell such products to the Company’s international subsidiaries. In the acquisition of OneClick International, the Company issued promissory notes in the aggregate face amount of $2,996,000 ($2,812,000 net of debt discount) and assumed liabilities of $11,963,000. The purchase price was allocated to the net assets acquired in the transaction as follows (in thousands):
Cash |  | $ | 1,072 |
Accounts receivable and due from related parties |  |  | 6,358 |
Inventory |  |  | 1,648 |
Fixed assets |  |  | 321 |
Intangibles |  |  | 866 |
Goodwill |  |  | 4,511 |
Accounts payable and due to related parties |  |  | (6,531 | )
Notes payable |  |  | (5,433 | )
Total |  | $ | 2,812 |
In the acquisition of OneClick License, the Company issued promissory notes in the aggregate face amount of $562,000 ($526,000 net of debt discount) and cancelled liabilities of the members to the Company in the aggregate amount of $796,000. The purchase price was allocated to the net assets acquired in the transaction as follows (in thousands):
Cash |  | $ | 45 |
Accounts receivable |  |  | 277 |
Inventory |  |  | 275 |
Fixed assets |  |  | 44 |
Intangibles |  |  | 330 |
Goodwill |  |  | 1,425 |
Other assets |  |  | 483 |
Accounts payable |  |  | (756 | )
Notes payable |  |  | (798 | )
Other liabilities |  |  | (3 | )
Total |  | $ | 1,322 |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 below presents the results of the Company as if the OneClick Acquisitions occurred on January 1, 2017 (in thousands). The first column contains the historical results of the Company for 2017, which includes the results of the OneClick entities from October 1, 2017, the date of the Acquisitions, through December 31, 2017. The next three columns contain the pre-acquisition results for the OneClick entities from January 1, 2017 through September 30, 2017.
|  | Year Ended 12/31/17 |  |  | 9 Months Ended 9/30/17 |  |  |  |  |  |  |  |  |  |  |
|  | As Reported |  |  | OneClick License |  |  | OneClick International |  |  | OneClick Argentino (B) |  |  | Pro Forma Adjustments |  |  | Notes |  | Pro Forma Combined |
Net sales |  | $ | 13,615 |  |  | $ | 6,115 |  |  | $ | 3,394 |  |  | $ | 3,957 |  |  | $ | (4,900 | ) |  | A |  | $ | 22,181 |
Cost of sales |  |  | 12,235 |  |  |  | 5,265 |  |  |  | 3,259 |  |  |  | 2,591 |  |  |  | (4,900 | ) |  | A |  |  | 18,450 |
Gross profit |  |  | 1,380 |  |  |  | 850 |  |  |  | 135 |  |  |  | 1,366 |  |  |  |  |  |  |  |  |  | 3,731 |
Operating expenses |  |  | 8,094 |  |  |  | 1,488 |  |  |  | 326 |  |  |  | 1,697 |  |  |  |  |  |  |  |  |  | 11,605 |
Operating loss |  |  | (6,714 | ) |  |  | (638 | ) |  |  | (191 | ) |  |  | (331 | ) |  |  |  |  |  |  |  |  | (7,874 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (1,013 | ) |  |  | (8 | ) |  |  | (225 | ) |  |  | (50 | ) |  |  |  |  |  |  |  |  | (1,296 | )
Other income |  |  | 187 |  |  |  | — |  |  |  | — |  |  |  | 219 |  |  |  |  |  |  |  |  |  | 406 |
Loss before income taxes |  |  | (7,540 | ) |  |  | (646 | ) |  |  | (416 | ) |  |  | (162 | ) |  |  |  |  |  |  |  |  | (8,764 | )
Provision for income taxes |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |  | — |
Net loss |  | $ | (7,540 | ) |  | $ | (646 | ) |  | $ | (416 | ) |  | $ | (162 | ) |  |  |  |  |  |  |  | $ | (8,764 | )
Note A: This adjustment represents the elimination of intercompany sales. Note B: These numbers reflect a $904,000 reclassification out of cost of sales and into operating expenses as discussed further in Note 2 under “Prior Period Reclassification.” A pro forma balance sheet is not presented because the accounts of the acquired entities are already included in the consolidated results at December 31, 2017.

X
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
Name: | us-gaap_BusinessAcquisitionLineItems
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | us-gaap_BusinessAcquisitionAxis=awsm_OneClickAcquisitionsMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |