Acquisitions (Tables)

12 Months Ended

Sep. 30, 2014

The following table summarizes the components of deferred income tax assets and liabilities:



	September 30,
	2014			2013
Current deferred tax assets:
Employee benefits	$	22.9		$	15.4
Restructuring	6.3			7.1
Inventories and receivables	25.6			24.3
Employee compensation	6.4			5.4
Marketing and promotional accruals	16.0			14.1
Capitalized transaction costs	—			0.1
Unrealized losses on mark-to-market securities	14.7			12.6
Other	17.2			23.9
Valuation allowance	(66.1		)	(55.0		)
Total current deferred tax assets	43.0			47.9
Current deferred tax liabilities:
Inventories and receivables	(0.7		)	(2.7		)
Unrealized gains	(1.2		)	(0.4		)
Other	(6.0		)	(11.7		)
Total current deferred tax liabilities	(7.9		)	(14.8		)
Noncurrent deferred tax assets:
Employee benefits	$	61.4		$	49.5
Restructuring and purchase accounting	0.7			0.3
Net operating loss, credit and capital loss carryforwards	930.6			1,029.5
Prepaid royalty	6.6			7.0
Properties	9.0			9.7
Capitalized transaction costs	0.6			0.6
Unrealized losses on mark-to-market securities	0.3			2.1
Long-term debt	—			0.7
Intangibles	8.5			3.9
Deferred acquisition costs	0.4			0.4
Insurance reserves and claim related adjustments	483.8			477.7
Outside basis differences on partnership interests	43.8			21.3
Other	76.6			32.8
Valuation allowance	(712.4		)	(762.2		)
Total noncurrent deferred tax assets	909.9			873.3
Noncurrent deferred tax liabilities:
Properties	(22.6		)	(27.5		)
Unrealized gains	(20.0		)	(13.1		)
Intangibles	(744.1		)	(735.5		)
Value of business acquired	(20.8		)	(67.3		)
Deferred acquisition costs	(104.2		)	(63.7		)
Tax on unremitted foreign earnings	(2.6		)	(18.6		)
Investments	(338.3		)	(156.5		)
Funds withheld receivables	(9.7		)	—
Long-term debt	(10.0		)	—
Other	(19.3		)	(23.4		)
Total noncurrent deferred tax liabilities	(1,291.6		)	(1,105.6		)
Total gross deferred tax assets	$	952.9		$	921.2
Total gross deferred tax liabilities	$	(1,299.5	)	$	(1,120.4	)

Company's unaudited pro forma results

The following table reflects the Company’s unaudited pro forma results for Fiscal 2013 and 2012 as if the results of the Hardware Acquisition and the acquisition of the Company’s interest in Compass were completed on October 1, 2012 and the results of the HHI Business and Compass had been included for each of the full fiscal periods in 2013 and 2012.



	Fiscal
	2013			2012

Revenues:
Reported revenues	$	5,543.4		$	4,480.7
HHI adjustment	191.8			973.6
Compass adjustment	53.7			149.3
Pro forma revenues	$	5,788.9		$	5,603.6

Net (loss) income:
Reported net (loss) income	$	(69.0	)	$	110.7
HHI adjustment	4.9			76.1
Compass adjustment	(0.4		)	(6.8		)
Pro forma net (loss) income	$	(64.5	)	$	180.0

Basic net (loss) income per common share attributable to controlling interest:
Reported net (loss) income per common share	$	(0.67	)	$	0.15
HHI adjustment	0.04			0.55
Compass adjustment	—			(0.05		)
Pro forma net (loss) income per common share	$	(0.63	)	$	0.65

Diluted net (loss) income per common share attributable to controlling interest:
Reported diluted net (loss) income per common share	$	(0.67	)	$	0.15
HHI adjustment	0.04			0.54
Compass adjustment	—			(0.05		)
Pro forma diluted net (loss) income per common share	$	(0.63	)	$	0.64

Summary of acquisition and integration related charges incurred

Acquisition and Integration Related Charges

Acquisition and integration related charges reflected in “Selling, acquisition, operating and general expenses” in the accompanying Consolidated Statements of Operations include, but are not limited to transaction costs such as banking, legal and accounting professional fees directly related to an acquisition or potential acquisition, termination and related costs for transitional and certain other employees, integration related professional fees and other post business combination related expenses.

The following table summarizes acquisition and integration related charges incurred by the Company for Fiscal 2014, 2013 and 2012:



	Fiscal
	2014		2013		2012
SB/RH Merger
Integration costs	$	2.4	$	3.5	$	10.2
Employee termination charges	—		0.2		3.9
Legal and professional fees	—		—		1.5
	2.4		3.7		15.6
HHI Business
Legal and professional fees	2.2		27.7		—
Integration costs	8.7		8.9		—
Employee termination charges	0.2		0.3		—
	11.1		36.9		—

Compass	0.8		9.2		—
CorAmerica	1.1		—		—
Frederick's of Hollywood	0.1		—		—
Liquid Fence	3.5		—		—
FURminator	0.1		2.3		7.9
BlackFlag	—		0.2		3.4
Shaser	0.9		4.8		—
Other	4.4		5.3		7.9
Total acquisition and integration related charges	$	24.4	$	62.4	$	34.8

HHI Business

Business Acquisition [Line Items]

Summary of fair value of assets acquired and liabilities assumed

The valuation of the assets acquired and liabilities assumed for the HHI Business, including a reconciliation to the preliminary valuation reported as of December 30, 2012, is as follows:



	HHI Business Preliminary Valuation			TLM Taiwan Preliminary Valuation
	December 30, 2012			June 30, 2013		Adjustments/reclassifications			September 30, 2013
Cash	$	17.4		$	0.8	$	5.8		$	24.0
Accounts receivable	104.6			—		4.0			108.6
Inventory	207.2			1.1		0.1			208.4
Prepaid expenses and other	13.3			2.2		(6.2		)	9.3
Property, plant and equipment	104.5			36.8		(2.9		)	138.4
Intangible assets	470.0			17.1		2.0			489.1
Other long-term assets	3.1			0.1		4.4			7.6
Total assets acquired	920.1			58.1		7.2			985.4
Accounts payable	130.1			—		8.0			138.1
Deferred tax liability - current	7.1			—		0.1			7.2
Accrued liabilities	37.6			0.2		5.0			42.8
Deferred tax liability - long-term	104.7			1.9		9.8			116.4
Other long-term liabilities	11.2			8.1		0.4			19.7
Total liabilities assumed	290.7			10.2		23.3			324.2
Total identifiable net assets	629.4			47.9		(16.1		)	661.2
Non-controlling interests	(2.2		)	—		(1.7		)	(3.9		)
Goodwill	662.1			45.6		10.1			717.8
Total net assets acquired	$	1,289.3		$	93.5	$	(7.7	)	$	1,375.1

Shaser Biosciences, Inc.

Business Acquisition [Line Items]

Summary of preliminary consideration

The following table summarizes the consideration paid for Shaser:



	November 8, 2012
Negotiated sales price	$	50.0
Preliminary working capital adjustment	(0.4		)
Final working capital adjustment	0.1
Final purchase price	$	49.7

Summary of fair value of assets acquired and liabilities assumed

The fair values recorded for the assets acquired and liabilities assumed for Shaser, including a reconciliation to the preliminary valuation reported as of December 30, 2012 were as follows:



	Preliminary Valuation
	December 30, 2012			Adjustments/reclassifications			September 30, 2013
Cash	$	0.9		$	—		$	0.9
Intangible asset	35.5			(6.2		)	29.3
Other assets	2.7			(2.5		)	0.2
Total assets acquired	39.1			(8.7		)	30.4
Total liabilities assumed	14.4			(5.6		)	8.8
Total identifiable net assets	24.7			(3.1		)	21.6
Non-controlling interest	(39.0		)	(0.1		)	(39.1		)
Goodwill	63.9			3.3			67.2
Total identifiable net assets	$	49.6		$	0.1		$	49.7

Cotton-Valley Oil and Gas Properties

Business Acquisition [Line Items]

Summary of fair value of assets acquired and liabilities assumed

The following table presents a summary of the fair value of assets acquired and liabilities assumed as part of the acquisition:



	EXCO's Contributed Assets February 14, 2013						BG Cotton Valley Assets March 5, 2013
	Compass			HGI's Proportionate Interest			Compass			HGI's Proportionate Interest
Assets acquired:
Cash	$	0.1		$	0.1		$	—		$	—
Oil and natural gas properties
Unproved oil and natural gas properties	65.1			48.5			7.2			5.4
Proved developed and undeveloped oil and natural gas properties	632.2			471.0			130.9			97.5
Total oil and natural gas properties	697.3			519.5			138.1			102.9
Gas gathering and other assets	32.7			24.5			—			—
Liabilities assumed:
Accounts payable and other current liabilities	(10.8		)	(8.0		)	—			—
Other liabilities	(24.8		)	(18.5		)	(7.4		)	(5.5		)
Total purchase price	$	694.5		$	517.6		$	130.7		$	97.4

The Liquid Fence Company [Member]

Business Acquisition [Line Items]

Summary of preliminary consideration

The following table summarizes the consideration paid by Spectrum Brands for Liquid Fence:



	January 2, 2014
Cash paid to seller at close	$	24.8
Promissory note due to seller	9.5
Contingent liability	1.5
Preliminary purchase price	$	35.8

Summary of fair value of assets acquired and liabilities assumed

The fair values recorded for the assets acquired and liabilities assumed for Liquid Fence were as follows:



	January 2, 2014
Cash	$	—
Accounts receivable	1.2
Inventories	2.2
Property, plant and equipment, net	0.1
Intangible assets	26.9
Total assets acquired	30.4
Total liabilities assumed	1.6
Total identifiable net assets less goodwill	28.8
Goodwill	7.0
Total identifiable net assets	$	35.8

FOH [Member]

Business Acquisition [Line Items]

Summary of preliminary consideration

The following table summarizes the consideration paid for FOH by the Company:



	May 30, 2014
Fair value of previously held equity interest (Series B preferred stock)	$	12.0
Series A preferred stock purchase	1.5
Preliminary purchase price	$	13.5

Summary of fair value of assets acquired and liabilities assumed

The preliminary fair values recorded for the assets acquired and liabilities assumed for FOH are as follows:



	Preliminary Valuation
	May 30, 2014
Cash	$	0.8
Accounts receivable	0.7
Inventories	12.4
Property, plant and equipment, net	1.2
Intangible assets	41.7
Other Assets	2.8
Total assets acquired	59.6
Total liabilities assumed	81.7
Total identifiable net assets	(22.1		)
Non-controlling interest	(8.3		)
Goodwill	43.9
Total identifiable net assets	$	13.5