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Acquisition of International Vacation Hotels
 12 Months Ended
Jan. 31, 2016
Business Combinations [Abstract]  
Acquisition of International Vacation Hotels

27. ACQUISITION OF INTERNATIONAL VACATION HOTELS

 

On January 8, 2016 (the “Closing Date”), the Trust and IBC Hotels purchased the tangible and intangible assets excluding cash, receivables, prepaid booking/expenses, accrued expenses, and an automobile from Vacation Technologies International, Inc., a Texas Corporation, dba International Vacation Hotels (“International Vacation Hotels”). Assets purchased primarily consist of hotel revenue booking contracts, websites and other key business intangible assets. Under the terms of the Asset Purchase Agreement, at the Closing Date, the Trust paid total of $1.0 million of consideration to the seller consisting of $800,000 cash and $200,000 of the Trust’s Shares of Beneficial Interest based on the average closing price of such securities on the NYSE MKT for the 30 calendar days immediately preceding the closing date of January 8, 2016, which resulted in the issuance of 89,127 of the Trust’s Shares of Beneficial Interest.

 

On January 8, 2016, the Trust entered into a $400,000 business loan with Laurence Holdings Limited, an Ontario, Canada Corporation, with a maturity date of February 1, 2019, pursuant to the terms of the Security Agreement and Promissory Note (“Agreement”). The agreement requires the funds be used for the purchase of International Vacation Hotels’ assets. The agreement provides interest only payments for the first 3 months of the term and principal and interest payments for the remaining portion of the loan. The agreement sets an interest rate of 8% per annum with no prepayment penalty.

 

The fair values of acquired assets and liabilities are based on preliminary cash flow projections and other assumptions. The preliminary fair values of acquired intangible assets were determined using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The transaction has been accounted for as a business combination under the acquisition method of accounting. Tangible assets acquired were considered worthless and therefore were not separately valued. Accordingly, the identifiable intangible assets acquired have been recorded at fair value, with the remaining purchase price recorded as goodwill.

 

The fair values of assets acquired at the transaction date are summarized below:

 

Marketing Related Intangibles   $ 100,000  
Customer Base     400,000  
Total identifiable intangible assets     500,000  
         
Goodwill     500,000  
         
Total acquired assets   $ 1,000,000  

 

Expected and future amortization expenses is approximately $67,000 for the next five fiscal years.

 

International Vacation Hotels provides hotel technology services to 600 + independent hotel properties worldwide primarily in Africa, Caribbean and Asia markets. Most of the value in International Vacation Hotels is included in the exclusive long-term automatic renewed contracts. This business relationship is contractual in nature and meets the separability criterion and as a result is considered an identifiable intangible asset recognized separately from goodwill. The value of the business relationship is included in goodwill under US GAAP. Goodwill is calculated as the difference between the fair value of the consideration transferred and the values assigned to the identifiable tangible assets acquired and liabilities assumed. The acquired goodwill presented in the above table reflects the estimated goodwill from the preliminary purchase price allocation.

 

The establishment of the fair value of the consideration for a merger, and the allocation to identifiable intangible assets, requires the extensive use of accounting estimates and management judgment. The fair values assigned to the assets acquired assumed were based on estimates and assumptions.

 

Supplemental Pro Forma Information for Acquisition of International Vacation Hotels (unaudited)

 

The following unaudited supplemental pro forma information for the years ended January 31, 2016 and 2015, assumes the acquisition of International Vacation Hotels had occurred as of February 1, 2015 and 2014, giving effect to purchase accounting adjustments such as amortization of intangible assets. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had International Vacation Hotels been operated as part of the Trust since February 1, 2015 and 2014.

 

    Year Ended
January 31, 2016		     Year Ended
January 31, 2015		  
    As Reported     Pro Forma     As Reported     Pro Forma  
          (unaudited)           (unaudited)  
Revenues   $ 3,623,640     $ 4,623,372     $ 2,845,122     $ 4,135,223  
Consolidated net income (loss)   $ 339,440     $ 468,513     $ (2,240,924 )   $ (2,079,580 )
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST   $ (92,676 )   $ -     $ (137,287 )   $ -  
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTERESTS   $ 432,116     $ 468,513     $ (2,103,637 )   $ (2,079,580 )
NET LOSS PER SHARE FROM CONTINUING OPERATIONS – BASIC   $ (0.22 )   $ (0.22 )   $ (0.29 )   $ (0.29 )
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE – BASIC   $ 0.26     $ 0.26     $ 0.02     $ 0.02  
NET INCOME (LOSS) PER SHARE PER SHARE TOTAL - BASIC   $ 0.04     $ 0.04     $ (0.27 )   $ (0.27 )
NET LOSS PER SHARE FROM CONTINUING OPERATIONS – DILUTED   $ (0.15 )   $ (0.15 )   $ (0.29 )   $ (0.29 )
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE – DILUTED   $ 0.18     $ 0.18     $ 0.02     $ 0.02  
NET INCOME (LOSS) PER SHARE PER SHARE TOTAL - DILUTED   $ 0.03     $ 0.03     $ (0.27 )   $ (0.27 )
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC     8,269,827       8,358,954       8,313,093       8,402,220  
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED     11,953,896       12,043,023       8,313,093       8,402,220  

 

Intangible Assets

 

Amortizable intangible assets consist of the following Proforma (unaudited):

 

    January 31, 2016              
    Amount     Accumulated
Amortization		     Net Amount     Useful Lives
(years)		  
Marketing Related Intangibles   $ 100,000     $ 20,000     $ 80,000       10  
Customer Base     400,000       114,286       285,714       7  
Total:   $ 500,000     $ 134,286     $ 365,714          

 

Goodwill

 

The changes in the carrying value of the Trust’s goodwill for the years ended January 31, 2016 and 2015 is as follows:

 

Beginning Balance February 1, 2014   $ -  
Ending Balance January 31, 2015     -  
Acquisition of Vacation Technology Hotels     500,000  
Ending Balance January 31, 2016   $ 500,000