Acquisitions Purchase Price Allocation (Tables)

9 Months Ended

Jun. 30, 2013

Jul. 01, 2012

Business Acquisition, Pro Forma Information [Table Text Block]

The following reflects the Company's pro forma results had the results of the HHI Business been included for all periods presented.



	Three Months Ended				Nine Months Ended
	2013		2012		2013			2012
Net sales:
Reported Net sales	$	1,089,825	$	824,803	$	2,947,849		$	2,419,859
HHI Business adjustment (1)	—		253,004		191,777			716,862
Pro forma Net sales	$	1,089,825	$	1,077,807	$	3,139,626		$	3,136,721

Net income (loss):
Reported Net income (loss) (2) (3)	$	36,761	$	58,851	$	(10,853	)	$	43,570
HHI Business adjustment (1)	—		26,665		4,942			49,593
Pro forma Net income (loss)	$	36,761	$	85,516	$	(5,911	)	$	93,163


(1)	The results related to the HHI Business adjustment do not reflect the TLM Taiwan business as stand alone financial data is not available for the periods periods presented. The TLM Taiwan business is not deemed material to the operating results of the Company.


(2)	Included in Reported Net loss for the nine month period ended June 30, 2013, is an adjustment of $49,291 to record the income tax benefit resulting from the reversal of U.S. valuation allowances on deferred tax assets as a result of the HHI Business acquisition. For information pertaining to the income tax benefit, see Note 11, “Income Taxes.”


(3)	Included in Reported Net loss for the three and nine month periods ended June 30, 2013, is $6,291 and $31,045, respectively, 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.”

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

Shaser

On November 8, 2012, SB Holdings completed the cash acquisition of approximately a 56% interest in Shaser Biosciences, Inc. ("Shaser"), of which the Company purchased 49%. 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 preliminary consideration paid for Shaser:



Negotiated sales price	$	50,000
Less: negotiated sales price attributable to SB Holdings	6,197
Preliminary working capital adjustment	(423		)
Preliminary purchase price	$	43,380

HHI Business

On December 17, 2012, the Company completed the cash acquisition of the HHI Business from Stanley Black & Decker. A portion of the HHI Business, consisting of the purchase of certain assets of TLM Taiwan, closed on April 8, 2013.

The following table summarizes the preliminary consideration paid for the HHI Business:



Negotiated sales price, excluding TLM Taiwan	$	1,300,000
Working capital and other adjustments at December 17, 2012 close	(10,738		)
Final working capital adjustment	(7,669		)
Final purchase price, excluding TLM Taiwan	$	1,281,593
Negotiated sales price, TLM Taiwan	100,000
Working capital and other adjustments at April 8, 2013 close	(6,500		)
Total HHI Business purchase price	$	1,375,093

The preliminary 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 December 30, 2012			TLM Taiwan Preliminary Valuation June 30, 2013		Adjustments / reclassifications			Preliminary Valuation June 30, 2013
Cash	$	17,406		843		$	5,836		$	24,085
Accounts receivable	104,641			11		4,377			109,029
Inventory	207,160			1,135		(2,393		)	205,902
Prepaid expenses and other	13,311			2,148		(4,160		)	11,299
Property, plant and equipment	104,502			36,750		(5,147		)	136,105
Intangible assets	470,000			17,100		—			487,100
Other long-term assets	3,051			124		—			3,175
Total assets acquired	$	920,071		$	58,111	$	(1,487	)	$	976,695
Accounts payable	130,140			—		7,967			138,107
Deferred tax liability - current	7,081			—		(32		)	7,049
Accrued liabilities	37,530			241		129			37,900
Deferred tax liability - long-term	104,708			1,930		11,177			117,815
Other long-term liabilities	11,231			8,089		(2,168		)	17,152
Total liabilities assumed	$	290,690		$	10,260	$	17,073		$	318,023
Total identifiable net assets	629,381			47,851		(18,560		)	658,672
Non-controlling interest	(2,235		)	—		(2,234		)	(4,469		)
Goodwill	662,116			45,649		13,125			720,890
Total net assets	$	1,289,262		$	93,500	$	(7,669	)	$	1,375,093

The preliminary 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, are as follows:



	Preliminary Valuation December 30, 2012			Adjustments / reclassifications			Preliminary Valuation June 30, 2013
Cash	$	870		$	—		$	870
Intangible asset	35,500			(2,700		)	32,800
Other assets	2,679			—			2,679
Total assets acquired	$	39,049		$	(2,700	)	$	36,349
Total liabilities assumed	14,398			(962		)	13,436
Total identifiable net assets	24,651			(1,738		)	22,913
Non-controlling interest	(38,954		)	—			(38,954		)
Goodwill	63,880			1,738			65,618
Total identifiable net assets	$	49,577		$	—		$	49,577