Special Charges, Net

3 Months Ended

Mar. 31, 2012

Note 3. Special Charges, Net

The Company’s operating income includes Special charges, net and this amount represents the consequences of corporate-level decisions or Board of Directors actions, principally associated with initiatives attributable to restructuring and realignment of manufacturing operations and management structures as well as the pursuit of certain transaction opportunities when applicable. Additionally, the Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, including the aforementioned, indicate that the carrying amounts may not be recoverable. A summary of such special charges, net is presented in the following table (in thousands):


	Successor				Predecessor
	Three Months Ended March 31, 2012		Two Months Ended April 2, 2011		One Month Ended January 28, 2011
Restructuring and plant realignment costs
Internal redesign and restructuring of global operations	$	747	$	—	$	—
Plant realignment costs		673		281		194
IT support initiative		277		—		—
Other restructuring initiatives		50		—		—

Total restructuring and plant realignment costs		1,747		281		194

Acquisition and merger related costs
Blackstone acquisition costs		361		24,214		6,137
Accelerated vesting of share-based awards		—		—		12,694

Total acquisition and merger related costs		361		24,214		18,831

Other special charges
Colombia flood		—		97		1,685
Other charges		311		356		114

Total other special charges		311		453		1,799

	$	2,419	$	24,948	$	20,824

Restructuring and Plant Realignment Costs

Internal redesign and restructuring of global operations

As a result of the recently announced internal redesign and restructuring of global operations initiative, as more fully described in Note 23 “Subsequent Events”, the Company recognized $0.7 million of expense associated with professional fees during the three months ended March 31, 2012. The restructuring constitutes a plan of termination described under ASC 420, which will result in material charges. Total pre-tax restructuring costs are expected to be within a range of $6.8 million to $9.7 million. The portion of the estimated restructuring charges related to employee termination expenses is expected to be approximately $5.5 million to $8.0 million. The remaining costs of $1.3 million to $1.7 million are expected to consist primarily of consultant fees and other miscellaneous costs.

Plant Realignment Costs

The $0.7 million of restructuring and plant realignment costs incurred in the three month period ended March 31, 2012 is comprised of $0.3 million, $0.2 million, $0.1 million and $0.1 million of severance and other shut-down costs for restructuring activities in the Europe, United States, Latin America and Canada, respectively.

The $0.3 million of restructuring and plant realignment costs incurred in the two month period ended April 2, 2011 is comprised of $0.2 million and $0.1 million of severance and other shut-down costs for restructuring activities in the United States and Europe, respectively.

The $0.2 million of restructuring and plant realignment costs incurred in the one month period ended January 28, 2011 is comprised of severance and other shut-down costs for restructuring activities in the United States.

IT Support Initiative

The $0.3 million of costs incurred in the three months ended March 31, 2012 is associated with the Company’s initiative to utilize a third party service provider for its IT support tactical functions, including: service desk; desktop/end-user computing; server administration; network services; data center operations; database and applications development; and maintenance. The costs consist primarily of employee termination and severance expenses.

Other Restructuring Initiatives

Other restructuring initiatives consist of expenses associated with less significant restructuring activities resulting from the Company’s continuous evaluation of opportunities to optimize its manufacturing processes.

Accrued costs for restructuring and plant realignment efforts are included in Accounts payable and accrued liabilities in the Consolidated Balance Sheets. These costs generally arise from restructuring initiatives intended to result in lower working capital levels and improved operating performance and profitability through: (i) reducing headcount at both the plant and corporate levels and the realignment of management structures; (ii) improving manufacturing productivity and reducing corporate costs; and (iii) rationalizing certain assets, businesses and employee benefit programs.

The following table summarizes the components of the accrued liability with respect to the Company’s business restructuring activities as of and for the three month period ended March 31, 2012 (in thousands):


Balance accrued at beginning of period	$	1,100
2012 restructuring and plant realignment costs:		1,747
Cash payments		(1,533	)
Adjustments		39

Balance accrued at end of period	$	1,353

Acquisition and Merger Related Costs

Blackstone Acquisition Costs

As a result of the Acquisition more fully described in Note 4 “Acquisitions”, the Company recognized $0.4 million, $24.2 million and $6.1 million of expense associated with professional fees and other transaction-related costs during the three months ended March 31, 2012, the two months ended April 2, 2011 and the one month period ended January 28, 2011, respectively. The Company incurred $19.3 million in direct financing costs associated with the issuance of the Senior Secured Notes (defined in Note 4 “Acquisitions”) and associated with entering into the ABL Facility (defined in Note 4 “Acquisitions”). These costs have been recognized as an intangible asset on the Consolidated Balance Sheet as of December 31, 2011.

Accelerated Vesting of Share-Based Awards

Due to a change in control associated with the Acquisition, the Company’s predecessor restricted shares and restricted share units granted in accordance with the Company’s restricted stock plans became fully vested during the one month period ended January 28, 2011, were canceled and converted into the right to receive (i) upon the effective time of the Merger, an amount in cash equal to the per share closing payment; and (ii) on each escrow release date, an amount in cash equal to the per share escrow payment, in each case, less any applicable withholding taxes. Similarly, during the same period, the Company’s predecessor stock options granted in accordance with the Company’s stock option plan became fully vested and were canceled and converted into the right to receive, in full satisfaction of the rights of such holder with respect thereto, (i) upon the effective time of the Merger, an amount in cash equal to the number of shares of Company common stock subject to such stock option multiplied by the excess of the per share closing payment over the exercise price for such stock option, which was in all cases $6.00 per share; and (ii) on each date on which amounts are released from the escrow fund to the Company’s stockholders, an amount in cash equal to the number of shares of Company common stock subject to such stock option multiplied by the per share escrow payment, in each case, less any applicable withholding taxes.

In accordance with the guidance in ASC 718, the Company recognized $12.7 million of expense during the one month period ended January 28, 2011 associated with the accelerated vesting and cancelation of the share-based awards associated with these plans.

Other Special Charges

Colombia Flood

In December 2010, a severe rainy season impacted many parts of Colombia and caused the Company to temporarily cease manufacturing at its Cali, Colombia facility due to a breach of a levy and flooding at the industrial park where manufacturing facility is located. The Company established temporary offices away from the flooded area and worked with customers to meet their critical needs through the use of our global manufacturing base. The facility re-established manufacturing operations on April 4, 2011 and operations reached full run rates in third quarter 2011.

The Company recognized net expenses in Special Charges, net of $0.1 million and $1.7 million associated with the restoration of the Colombia manufacturing facility during the two months ended April 2, 2011 and the one month period ended January 28, 2011, respectively.

The fiscal year 2011 amounts were net of insurance proceeds (see Note 19 “Business Interruption and Insurance Recovery” for further discussion of the related insurance recovery). Further, during the two months ended April 2, 2011, the Company capitalized $4.9 million of costs that were incurred to bring the manufacturing equipment to a functional state.

Other Charges

Other charges consist of expenses related to the Company’s pursuit of other business transaction opportunities.

The Company reviews its business operations on an ongoing basis in the light of current and anticipated market conditions and other factors and, from time to time, may undertake restructuring efforts and/or engage in acquisitions or dispositions of assets or businesses in order to optimize the Company’s overall business, performance or competitive position, some of which may be significant. To the extent any such decisions are made, the Company would likely incur costs, expenses and restructuring charges associated with such transactions, which could be material.