Rayovac 2013 Annual Report Download - page 139

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SPECTRUM BRANDS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(Amounts in thousands, except per share figures)
(3) Included in Reported Net (loss) income for Fiscal 2013, is $36,932, of Acquisition and integration related
charges as a result of the HHI Business acquisition. For information pertaining to Acquisition and
integration related charges, see Note 2, “Significant Accounting Policies—Acquisition and Integration
Related Charges.”
(4) For Fiscal 2013, the Company has not assumed the exercise of common stock equivalents as the impact
would be antidilutive due to the loss reported.
Shaser
On November 8, 2012, the Company completed the cash acquisition of approximately a 56% interest in
Shaser Biosciences, Inc. (“Shaser”). Shaser is a global technology leader in developing energy-based, aesthetic
dermatological technology for home use devices. This acquisition was not significant individually.
The following table summarizes the consideration paid for Shaser:
Negotiated sales price ................................................................. $50,000
Preliminary working capital adjustment .................................................. (423)
Final working capital adjustment ........................................................ 58
Final purchase price .................................................................. $49,635
The purchase agreement provides the Company with an option, exercisable solely at the Company’s
discretion, to acquire the remaining 44% interest of Shaser (the “Call Option”). The Call Option is exercisable
any time between January 1, 2017 and March 31, 2017 at a price equal to 1.0x trailing revenues or 7.0x adjusted
trailing EBITDA, as defined, for the calendar year ending December 31, 2016.
The results of Shaser’s operations since November 8, 2012 are included in the Company’s Consolidated
Statements of Operations and are reported as part of the Global Batteries & Appliances segment.
Valuation of Assets and Liabilities
The assets acquired and liabilities assumed in the Shaser acquisition have been measured at their fair values
at November 8, 2012 as set forth below. The excess of the purchase price over the fair values of the net tangible
assets and identifiable intangible assets was recorded as goodwill, which includes value associated with the
assembled workforce including an experienced research team, and is not expected to be deductible for income tax
purposes. The fair values recorded were determined based upon a valuation and the estimates and assumptions
used in such valuation are final and the measurement period has closed.
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