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. On February 14, 2014, within the 15 month timeframe, the Company filed an indemnity claim against the Sellers which has since been resolved by the parties. There are no further pending claims related to this acquisition. As a result of the resolution of the foregoing indemnity claim, the Company received a distribution of $1,600 from the escrow during the Company’s third fiscal quarter, which was recorded as a favorable adjustment in “Administrative management, finance and information systems” in the accompanying Consolidated Statement of Operations in the Outdoor Equipment segment. The remaining escrow balance was released to the Sellers during the Company’s fiscal third quarter.

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 that resulted from this acquisition reflects the cash flow expected from the acquisition due primarily to expected expanded distribution and growth in all Outdoor Equipment brands and was not deductible for tax purposes. Transaction costs incurred for the acquisition totaled $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. During the third quarter of fiscal 2014, forecasted cash flows related to Jetboil declined from the assumptions used in the initial valuation. This change led the Company to perform an interim impairment test on the acquired indefinite lived intangible assets. The test consisted of comparing the carrying value of the assets to their fair value The fair value was determined using a relief from royalty method under the income approach which uses projected revenue allocable to the tradename and a royalty rate at which it is assumed a market participant would be willing to incur as its cost to manufacture branded product. As a result of this analysis, the Company recognized an impairment charge of $2,000 in “Goodwill and other intangible asset impairment” in the accompanying Consolidated Statements of Operations in the Outdoor Equipment segment.

Based on these same indicators of potential impairment, the Company also performed an impairment analysis on the goodwill related to the Outdoor Equipment-Consumer reporting unit using the income approach based on estimated cash flows. As of the measurement date of June 27, 2014, the carrying value of the reporting unit exceeded its indicated fair value. As a result, the Company proceeded to Step 2 of the impairment test and determined an impairment charge of $6,475, the entire carrying amount, was required. The charge is included in “Goodwill and other intangible asset impairment” in the accompanying Consolidated Statements of Operations in the Outdoor Equipment segment. The Company also evaluated long-lived assets and identified no impairment on those assets.