Rayovac 2011 Annual Report Download - page 113

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SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(In thousands, except per share amounts)
retention bonuses, and contract termination costs consisting primarily of lease termination costs. Related charges,
as defined by the Company, include, but are not limited to, other costs directly associated with exit and
integration activities, including impairment of property and other assets, departmental costs of full-time
incremental integration employees, and any other items related to the exit or integration activities. Costs for such
activities are estimated by management after evaluating detailed analyses of the cost to be incurred. The
Company presents restructuring and related charges on a combined basis. (See also Note 14, Restructuring and
Related Charges, for a more complete discussion of restructuring initiatives and related costs).
(w) Acquisition and Integration Related Charges
Acquisition and integration related charges reflected in Operating expenses include, but are not limited to
transaction costs such as banking, legal, accounting and other professional fees directly related to the acquisition,
termination and related costs for transitional and certain other employees, integration related professional fees
and other post business combination expenses associated with mergers and acquisitions.
The following table summarizes acquisition and integration related charges incurred by the Company during
Fiscal 2011 and Fiscal 2010 associated with the Merger:
2011 2010
Integration costs .................................................. $23,084 $ 3,777
Employee termination charges ....................................... 8,105 9,713
Legal and professional fees .......................................... 4,883 24,962
Total Acquisition and integration related charges ........................ $36,072 $38,452
Additionally, the Company incurred $210 of legal and professional fees and integration costs associated
with the acquisition of Seed Resources, LLC (“Seed Resources”) and $321 of other acquisition and integration
costs during Fiscal 2011. (See Note 15, Acquisitions, for additional information on the Seed Resources
acquisition.)
(x) Reorganization Items
Subsequent to the date of the Bankruptcy Filing (the “Petition Date”), the Company’s financial statements are
prepared in accordance with ASC 852. ASC 852 does not change the application of GAAP in the preparation of
the Company’s consolidated financial statements. However, ASC 852 does require that financial statements, for
periods including and subsequent to the filing of a Chapter 11 petition distinguish transactions and events that are
directly associated with the reorganization from the ongoing operations of the business. In accordance with ASC
852, the Company has done the following:
• On the accompanying Consolidated Statements of Operations, distinguished transactions and events
that are directly associated with the reorganization from the ongoing operations of the business; and
• On the accompanying Consolidated Statements of Cash Flows, separately disclosed Reorganization
items expense (income), net, consisting of the following: (i) Fresh-start reporting adjustments; (ii) Gain
on cancelation of debt; and (iii) Administrative related reorganization items.
103