18acquisition

On November 14, 2012, the Company acquired all of the outstanding common and preferred stock of Jetboil, Inc. (“Jetboil”) in a purchase transaction with Jetboil’s founders and other shareholders (the “Sellers”). Jetboil, founded and based in Manchester, New Hampshire, designs and manufactures the world’s top brand of portable outdoor cooking systems.

The $15,420 of consideration paid in this acquisition was funded with existing cash and credit facilities. Approximately $3,200 of the purchase price was paid into a segregated escrow account which was set aside to fund potential indemnity claims that may be made by the Company against the Sellers in connection with the inaccuracy of certain representations and warranties made by Sellers or related to the breach or nonperformance of certain other actions or conditions related to the acquisition, for a period of 15 months from the acquisition date. The Company cannot estimate the probability or likelihood of bringing such indemnity claims against the Sellers or their related costs at this time. The remaining escrow balance, if any, net of any indemnity claims then pending, will be released to the Sellers once the 15 month period has lapsed.

The Company believes that sales of Jetboil’s innovative cooking products can be expanded through the Company’s U.S. and Canadian marketing and distribution networks and that the Company’s other camping and paddling brands will benefit from Jetboil’s strong presence in the Specialty trade channel and from its international sales network. The Jetboil acquisition, including acquired goodwill, is included in the Company’s Outdoor Equipment segment.

The Company has completed its valuations of the assets acquired and liabilities assumed in the business combination resulting in the following measurement period adjustments to the provisional amounts since the acquisition date.



Provisional amount adjustments increase (decrease)
Financial assets	$	(33)
Inventories		(159)
Property, plant and equipment		80
Identifiable intangible assets and goodwill		3,865
Deferred tax liabilities		4,257
Financial liabilities		(390)

The following table summarizes the final fair values of the assets acquired and liabilities assumed, and the resulting goodwill acquired at the date of the Jetboil acquisition.


Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable	$	1,184
Inventories		2,232
Other current assets		167
Property, plant and equipment		314
Identifiable intangible assets		10,400
Less, accounts payable and accruals		1,111
Less, deferred tax liabilities		4,241
Total identifiable net assets		8,945
Goodwill		6,475
Net assets acquired	$	15,420

The goodwill resulting from this acquisition reflects the strong cash flow expected from the acquisition due primarily to expected expanded distribution and growth in all Outdoor Equipment brands. This goodwill is not deductible for tax purposes. Transaction costs incurred for the acquisition to date were $361, of which $295 was recognized during the fiscal year ended September 27, 2013, and are included in the “Administrative management, finance and information systems” line in the Company’s accompanying Consolidated Statements of Operations in the Other/Corporate segment.

The fair value assigned in the acquisition to finite lived intangible assets was as follows:



			Useful
Description	Amount		Life (yrs)
Patents		240		7
Noncontractual customer relationships		3,700		15
Non-compete agreements		1,060		4

The weighted average useful life at the date of acquisition of total amortizable intangible assets acquired in the acquisition was 12.3 years. The acquisition included an indefinite lived tradename valued at $5,400.

Due to the difference in fiscal year end periods between the Company and Jetboil and the timing of certain significant year end accounting procedures performed at Jetboil, it is impractical to present pro-forma results of the combined entities.

The amounts of net sales and operating profit for Jetboil from the date of acquisition through September 27, 2013 and for the twelve month periods ending December 31, 2012 and December 31, 2011, were as follows:



	Acquisition Date through		Twelve months ended
	September 27, 2013		December 31, 2012 (unaudited)		December 31, 2011 (unaudited)
Net sales	$	10,672	$	13,745	$	10,775
Operating profit		564		2,469		1,203