CONTINGENT CONSIDERATION

12 Months Ended

Dec. 31, 2012

Business Combination, Contingent Consideration Arrangements [Abstract]

11.

CONTINGENT CONSIDERATION

Contingent consideration is comprised of two contingent payments that the Company is obligated to pay the former shareholders of Bogs, with the first payment due in 2013 and the second in 2016. The estimate of contingent consideration is formula-driven and is based on Bogs achieving certain levels of gross margin dollars between January 1, 2011 and December 31, 2015. In accordance with ASC 805, the Company remeasures its estimate of the fair value of the contingent payments at each reporting date. The change in fair value is recognized in earnings.

The Company’s estimate of the fair value of the contingent payments as recorded in the Consolidated Balance Sheets was as follows:

	December 31,		December 31,
	2012		2011
	(Dollars in thousands)
Current portion	$	1,270	$	-
Long-term portion		4,991		9,693
Total contingent consideration	$	6,261	$	9,693

The current portion of contingent consideration is recorded within accrued liabilities in the Consolidated Balance Sheets. The long-term portion is recorded within other long-term liabilities in the Consolidated Balance Sheets. The total contingent consideration has been assigned to the Company’s wholesale segment.

The following table summarizes the activity during 2012 related to the contingent payments as recorded in the Consolidated Statements of Earnings (dollars in thousands):

Beginning balance	$	9,693
Net gain on remeasurement of contingent consideration		(3,522	)
Interest expense		90
Ending balance	$	6,261

The net gain was recorded within selling and administrative expenses in the Consolidated Statements of Earnings.

The reduction of the estimated liability in 2012 was primarily due to a decrease in the 2013 payment as a result of lower Bogs gross margin dollars relative to the Company’s original projections. The calculation of the 2013 payment has been finalized and the Company will pay the former shareholders of Bogs approximately $1,270,000 on or before March 31, 2013.

The fair value measurement of the contingent consideration is based on significant inputs not observed in the market and thus represents a level 3 valuation as defined by ASC 820. The fair value measurement was determined using a probability-weighted model which includes various estimates related to Bogs future sales levels and gross margins. As of December 31, 2012, management estimates that the range of reasonably possible potential amounts for the second payment (due in 2016) is between $2 million and $8 million.