Acquisitions

12 Months Ended

Dec. 29, 2018

Business Combination Disclosure [Text Block]

Note 15 — Acquisitions

All of the Company’s acquisitions have been accounted for using the purchase method of accounting.

2018

During 2018, the Company acquired Victory Tailgate, LLC, a brand known for its premium licensed and custom tailgating games for total consideration of cash of approximately $7.2 million, subject to adjustments for working capital and consideration of holdback provision.

The consideration paid by the Company for this acquisition was allocated to the assets acquired, net of the liabilities assumed, based upon their estimated fair values as of the date of the acquisition. The excess of the purchase price over the estimated fair value of the assets acquired, net of the estimated fair value of the liabilities assumed, was recorded as goodwill. The allocation of the purchase price, including values assigned to assets, liabilities and the amount of goodwill and intangible assets are represented in the table below.

In thousands
Assets acquired and liabilities assumed:
Cash	$	94
Accounts receivable		252
Inventories		603
Other assets		2,003
Goodwill		4,833
Intangible assets		1,500
Accounts payable		(2,088	)
Other liabilities		(314	)
	$	6,883
Consideration of holdback provision		286
	$	7,169

2017

During 2017, the Company acquired certain assets and liabilities through two acquisitions. Total consideration paid for the acquisitions was $1.5 million. The consideration paid by the company for these acquisitions was allocated to the assets acquired, net of the liabilities assumed, based upon their estimated fair values as of the date of the acquisition.

ASC 805 requires that when fair value of the net assets acquired exceeds the purchase price, resulting in a bargain purchase, the acquirer must reassess the reasonableness of the values assigned to all of the net assets acquired, liabilities assumed and consideration transferred. The Company has performed such assessment and has concluded that the values assigned appear to be reasonable. The following table summarizes the allocation of the purchase price for the acquisition that resulted in a bargain purchase:

In thousands
Accounts receivable, net	$	852
Inventories, net		737
Other assets		64
Intangible assets		413
Total fair value of assets acquired		2,066
Total liabilities assumed		(563	)
Net assets acquired		1,503
Total consideration paid		(1,101	)
Gain before deferred income tax liability		402
Income tax liability – deferred		(146	)
Gain on bargain purchase	$	256

2016

On January 21, 2016, the Company acquired substantially all of the business and assets of Triumph Sports USA, Inc.’s business, a brand known for its innovative lines of indoor and outdoor games. Of the $10.0 million purchase price for the acquisition, $9.5 million was paid in cash and the remaining $0.5 million was contingent upon the attainment of certain targets. The more significant assets acquired and liabilities assumed were comprised of receivables ($1.4 million), inventory ($1.4 million), prepaid and other assets ($0.1 million), accounts payable ($0.6 million), goodwill ($1.4 million) and other intangible assets ($6.3 million).

These acquisitions were not and would not have been material to the Company’s net sales, results of operations or total assets during the years ended December 29, 2018, December 30, 2017 and December 31, 2016, respectively. Accordingly, our consolidated results from operations do not differ materially from historical performance as a result of these acquisitions, and therefore, pro-forma results are not presented.