10ACQUISITION

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 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 completed negotiations on an adjustment to the purchase price related to the amount of working capital existing on the Jetboil balance sheet at November 14, 2012. This adjustment resulted in a slight reduction in the purchase price during the quarter ended March 29, 2013.

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 their international sales network. The Jetboil acquisition, including acquired goodwill, is included in the Company’s Outdoor Equipment segment.

The Company is currently in the process of determining the fair value of the assets acquired and the liabilities assumed in this business combination. The following table summarizes the provisional 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		234
Identifiable intangible assets		10,400
Less, accounts payable and accruals		1,110
Less, deferred tax liabilities		1,912
Total identifiable net assets		11,195
Goodwill		4,225
Net assets acquired	$	15,420

The goodwill resulting from this acquisition reflects the strong cash flow expected from the acquisition due primarily to 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 $333, of which $267 was recognized during the six months ended March 29, 2013. The Company made provisional adjustments to working capital balances, identifiable intangible assets, goodwill and related income tax balances during the six months ended March 29, 2013.

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 March 29, 2013 and for the twelve month periods ending December 28, 2012 and December 31, 2011, were as follows:



	Since Acquisition Date through		Twelve months ended
	March 29, 2013 (unaudited)		December 31, 2012 (unaudited)		December 31, 2011 (unaudited)
Net sales	$	4,338	$	13,745	$	10,775
Operating profit		77		2,469		1,203