Goodwill and Intangibles

12 Months Ended

Sep. 30, 2011


(10)	Goodwill and Intangibles

Consumer Products

A summary of the changes in the carrying amounts of goodwill and intangible assets of the consumer products segment is as follows:


				Intangible Assets
	Goodwill			Indefinite Lived			Amortizable			Total

Balance at September 30, 2009	$	483,348		$	690,236		$	771,709		$	1,461,945
Additions due to SB/RH Merger (Note 22)		120,079			170,930			192,397			363,327
Amortization during period		—			—			(45,920	)		(45,920	)
Effect of translation		(3,372	)		(3,688	)		(6,304	)		(9,992	)

Balance at September 30, 2010		600,055			857,478			911,882			1,769,360
Acquisitions (Note 22)		10,284			2,780			4,193			6,973
Intangible asset impairment		—			(32,450	)		—			(32,450	)
Amortization during period		—			—			(57,695	)		(57,695	)
Effect of translation		(1	)		(1,013	)		(1,266	)		(2,279	)

Balance at September 30, 2011	$	610,338		$	826,795		$	857,114		$	1,683,909

Intangible assets subject to amortization include proprietary technology, customer relationships and certain trade names, which are summarized as follows:


	September 30, 2011						September 30, 2010
			Accumulated						Accumulated				Amortizable
	Cost		Amortization		Net		Cost		Amortization		Net		Life

Customer relationships	$	738,937	$	73,373	$	665,564	$	741,016	$	35,865	$	705,151	15-20 years
Trade names		149,700		16,320		133,380		149,689		3,750		145,939	4-12 years
Technology assets		71,805		13,635		58,170		67,097		6,305		60,792	4-17 years

	$	960,442	$	103,328	$	857,114	$	957,802	$	45,920	$	911,882

Amortization expense related to intangibles subject to amortization is as follows:


	Successor						Predecessor
					Period from		Period from
					August 31,		October 1,
					2009 through		2008 through
					September 30,		August 30,
	2011		2010		2009		2009
Customer relationships	$	38,320	$	35,865	$	2,988	$	14,920
Trade names		12,558		3,750		10		731
Technology assets		6,817		6,305		515		3,448

	$	57,695	$	45,920	$	3,513	$	19,099

Spectrum Brands estimates annual amortization expense for the next five fiscal years will approximate $58,000 per year.

Impairment Charges

In accordance with ASC 350, Spectrum Brands conducts impairment testing on its goodwill. To determine fair value during Fiscal 2011, Fiscal 2010 and the period from October 1, 2008 through August 30, 2009 Spectrum Brands used the discounted estimated future cash flows methodology, third party valuations and negotiated sales prices. Assumptions critical to Spectrum Brands’ fair value estimates under the discounted estimated future cash flows methodology are: (i) the present value factors used in determining the fair value of the reporting units and trade names; (ii) projected average revenue growth rates used in the reporting unit; and (iii) projected long-term growth rates used in the derivation of terminal year values. These and other assumptions are impacted by economic conditions and expectations of management and will change in the future based on period specific facts and circumstances. Spectrum Brands also tested fair value for reasonableness by comparison to the total market capitalization of Spectrum Brands, which includes both its equity and debt securities. In addition, in accordance with ASC 350, as part of Spectrum Brands’ annual impairment testing, Spectrum Brands tested its indefinite-lived trade name intangible assets for impairment by comparing the carrying amount of such trade names to their respective fair values. Fair value was determined using a relief from royalty methodology. Assumptions critical to Spectrum Brands’ fair value estimates under the relief from royalty methodology were: (i) royalty rates; (ii) projected average revenue growth rates; and (iii) applicable discount rates.

A triggering event occurred in Fiscal 2011 which required Spectrum Brands to test its indefinite-lived intangible assets for impairment between annual impairment dates. The realignment of Spectrum Brands’ operating structure constituted a triggering event for impairment testing. Spectrum Brands first compared the fair values to the carrying amounts and determined the fair values were in excess of the carrying amounts and, accordingly, no further testing of goodwill was required. Furthermore, in connection with the triggering event impairment testing, Spectrum Brands also tested the fair values of its intangible assets and concluded that the fair value of its intangible assets exceeded is carrying value.

In connection with Spectrum Brands’ annual goodwill impairment testing performed during Fiscal 2011and Fiscal 2010 the first step of such testing indicated that the fair value of Spectrum Brands’ reporting units were in excess of their carrying amounts and, accordingly, no further testing of goodwill was required.

In connection with the Predecessor’s annual goodwill impairment testing performed during Fiscal 2009, which was completed by the Predecessor before applying fresh-start reporting, the first step of such testing indicated that the fair value of the Predecessor’s reporting segments were in excess of their carrying amounts and, accordingly, no further testing of goodwill was required.

In connection with its annual impairment testing of indefinite-lived intangible assets during Fiscal 2011, Spectrum Brands concluded that the fair values of certain trade name intangible assets were less than the carrying amounts of those assets. As a result, during Fiscal 2011 Spectrum Brands recorded non-cash pretax intangible asset impairment charges of approximately $32,450 within “Selling, general and administrative expenses” which was equal to the excess of the carrying amounts of the intangible assets over the fair value of such assets. During Fiscal 2010, Spectrum Brands concluded that the fair value of its intangible assets exceeded its carrying value. During the period from October 1, 2008 through August 30, 2009, in connection with its annual impairment testing, Spectrum Brands concluded that the fair values of certain trade name intangible assets were less than the carrying amounts of those assets. As a result, during the period from October 1, 2008 through August 30, 2009 Spectrum Brands recorded non-cash pretax impairment charges of approximately $34,391 within “Selling, general and administrative expenses” representing the excess of the carrying amounts of the intangible assets over the fair value of such assets.

The above impairments of trade name intangible assets were primarily attributed to lower current and forecasted profits, reflecting more conservative growth rates versus those originally assumed by the Company at the time of acquisition or upon adoption of fresh start reporting.

Insurance

Information regarding VOBA and DAC (including DSI) is as follows:


	VOBA			DAC			Total

Balance at September 30, 2010	$	—		$	—		$	—
Acquisition of FGL on April 6, 2011		577,163			—			577,163
Deferrals		—			41,152			41,152
Less: Amortization related to:
Unlocking		(2,320	)		97			(2,223	)
Interest		14,040			—			14,040
Other amortization		294			(996	)		(702	)
Add: Adjustment for unrealized investment (gains), net		(170,117	)		(2,146	)		(172,263	)

Balance at September 30, 2011	$	419,060		$	38,107		$	457,167

Amortization of VOBA and DAC is based on the amount of gross margins or profits recognized, including investment gains and losses. The adjustment for unrealized net investment gains represents the amount of VOBA and DAC that would have been amortized if such unrealized gains and losses had been recognized. This is referred to as the “shadow adjustments” as the additional amortization is reflected in other comprehensive income rather than the statement of operations.

The above DAC balances include $5,048 of DSI, net of shadow adjustments as of September 30, 2011.

The weighted average amortization period for VOBA and DAC are approximately 5 and 5.5 years, respectively. Estimated amortization expense for VOBA and DAC in future fiscal years is as follows:


For the Year Ending	Estimated Amortization Expense
September 30,	VOBA		DAC

2012	$	74,752	$	3,713
2013		83,115		4,590
2014		76,070		5,084
2015		65,544		4,780
2016		57,646		4,442
Thereafter		232,050		17,644

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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