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Business Combination (Notes)
9 Months Ended
Sep. 30, 2017
Business Acquisition [Line Items]  
Business Combination Disclosure [Text Block]
Business Combination

On April 3, 2017, the Company closed its acquisition of the iRobot-related distribution business of Sales On Demand Corporation (SODC) for approximately $16.6 million in cash, equal to the book value of the acquired assets.  The acquisition will better enable the Company to maintain its leadership position and accelerate the growth of its business in Japan through direct control of pre- and post-sales market activities including sales, marketing, branding, channel relationships and customer service. It also expands the Company's presence and customer outreach opportunities in Japan. The acquisition was a stock purchase. The results of operations for this acquisition have been included in the Company's operating results since the acquisition date. The Company has not separately presented revenue or the results of operations for this acquisition, from the date of acquisition, as the impact is neither material nor significant to the consolidated financial results. The Company has also not furnished pro forma financial information related to this acquisition because such information is not material, individually or in the aggregate, to the financial results.
During the three months ended September 30, 2017, the Company finalized the purchase price allocation and made measurement period adjustments to the provisional amounts reported as the estimated fair values of assets acquired. Compared to the provisional value reported as of July 1, 2017, the fair values presented in the table below reflect a decrease to the returns reserve of $7.4 million, a decrease to related inventory of $3.6 million and a decrease to related deferred tax assets of $1.3 million. These adjustments resulted in a $2.2 million non-taxable gain on business acquisition which represents the excess of the fair value of the net assets acquired over the purchase price. The gain on business acquisition was recorded within other income, net in the consolidated statements of income during the three months ended September 30, 2017. The Company believes that the gain on business acquisition was due to the transaction not being subjected to a competitive bidding process and the purchase price being determined based on the net book value of the net assets acquired.
The following table summarizes the final allocation of the purchase price (in thousands):
Cash
$
125

Accounts receivable, net (1)
(5,496
)
Inventories
18,290

Other assets
2,065

Deferred tax assets, net
409

Goodwill

Intangible assets
8,640

Total assets acquired
24,033

 
 
Accrued expenses and other current liabilities
(4,450
)
Other liabilities
(691
)
Total liabilities assumed
(5,141
)
Net assets acquired
$
18,892

Gain on business acquisition
(2,243
)
Total purchase price
$
16,649


(1) The accounts receivable balance reflects reserves for product returns, discounts and promotions assumed as part of the acquisition.

The following table reflects the fair value of the acquired identifiable intangible assets and related estimates of useful lives:

 
 
Useful Life
 
Fair Value
 
 
 
 
(in thousands)
Customer relationships
 
13 Years
 
$
4,490

Reacquired distribution rights
 
9 Months
 
4,150

Total
 

 
$
8,640