v3.25.2
Acquisitions
 9 Months Ended
Jun. 30, 2024
Asset Acquisition [Abstract]  
Acquisitions Acquisitions
APS NV Acquisition - On September 24, 2024 the Company entered into a share purchase agreement to acquire all the shares of Advanced Power Solutions NV (APS NV) for a contractual purchase price of EUR26.8, to be adjusted for closing net debt and working capital (APS NV Acquisition). On May 2, 2025, the Company completed the acquisition and the initial cash consideration transferred was EUR13.3 (USD$15.2), after the preliminary working capital and net debt adjustments. The acquisition provides the Company with additional production capacity in Europe as well as an expanded customer base.

The APS NV Acquisition is being accounted for as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. After determining the preliminary fair value of the real property acquired, the allocation of the initial purchase price for the acquisition did not result in the identification of intangible assets or goodwill.
The following table outlines the preliminary purchase price allocation as of the date of acquisition:

Cash and cash equivalents$2.5 
Trade receivables0.2 
Inventories37.6 
Other current assets6.9 
Property, plant and equipment, net8.8 
Operating lease assets12.9 
Deferred tax asset0.7 
Other assets4.1 
Notes payable(13.1)
Accounts payable(17.5)
Current operating lease liabilities(1.0)
Other current liabilities(12.0)
Operating lease liabilities(13.0)
Other liabilities(1.9)
Net assets acquired$15.2 

The Company will continue to review the allocation of fair value to assets acquired and liabilities assumed for this acquisition, including income tax considerations.

Centralsul Acquisition - On May 8, 2024, the Company acquired all the outstanding shares of Centralsul Ltda. (Centralsul), an auto appearance and fragrance manufacturer and distributor based in Southern Brazil (Centralsul Acquisition), which is expected to increase the Company's Auto Care presence in the region. The share purchase agreement (SPA) included a contractual purchase price of approximately $15, which was adjusted by Centralsul's outstanding debt, an indemnity holdback and working capital adjustments resulting in an initial cash payment of $10.6. The Company finalized the working capital adjustment in the first fiscal quarter of 2025 and paid an additional $0.1. The indemnity holdback is approximately $2 and will be used to satisfy any indemnification claims or paid out over a contractual timeline through 2027. The first indemnity holdback payment of $0.5 occurred in the quarter ended March 31, 2025. The SPA includes a potential earnout payment of up to approximately $5, as of the date of acquisition, if certain financial metrics are achieved during calendar year 2025. If achieved, the earnout will be paid in the second fiscal quarter of 2026.

The purchase price of the acquisition including the estimated earnout is $16.5. The Company has allocated the purchase price to the assets acquired and liabilities assumed, and has recognized goodwill of $14.6, which is attributable to the workforce of the acquired business and the established distribution footprint of the Centralsul business in the region. The goodwill has been allocated to the Auto Care segment and is not deductible for tax purposes.

Belgium Acquisition - On October 27, 2023, the Company acquired certain battery manufacturing assets in Belgium from Advanced Power Solutions Belgium NV (APS Belgium) for a contractual purchase price of EUR3.5 (Belgium Acquisition). The Company also acquired certain raw materials from APS Belgium, procured by APS Belgium on the Company's behalf to facilitate the transition, for a total acquisition purchase price of $11.6 (including value added taxes). The Company assumed a building lease as part of the acquisition and acquired these assets to provide a battery manufacturing location in Europe. The Company has recorded $0.7 of goodwill in the Battery & Lights segment, which is attributable to the workforce acquired. The goodwill is deductible for tax purposes.

Pro Forma Financial Information- Pro forma results for the APS NV, Centralsul and Belgium Acquisitions were not considered material and, as such, are not included.

Acquisition and Integration Costs - In fiscal 2025, the Company recorded $1.3 and $4.8 of acquisition and integration costs in SG&A during the quarter and nine months ended June 30, 2025, respectively, primarily related to legal fees and other costs associated with these acquisitions. Included in the three and nine months ended June 30, 2025 was expense of $0.3 and $1.1, respectively, for a purchase price earnout adjustment associated with the Centralsul Acquisition.

In fiscal 2024, the Company recorded $1.6 and $4.9 of acquisition and integration costs during the quarter and nine months ended June 30, 2024, respectively. Costs of good sold included $0.2 and $3.1 recorded in the quarter and nine months ended
June 30, 2024, respectively. The majority of this was recorded in the first fiscal quarter as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS as part of the Belgium Acquisition. These costs were offset by $1.0 of income during the nine months ended June 30, 2024, recorded in Other items, net, from producing inventory for APS under a transaction services agreement (TSA) entered into at the closing of the transaction. No further income is expected from this TSA. The Company also recorded $1.4 and $2.8 of legal and diligence fees in Selling, general and administrative expenses related to acquisition and integration activities during the quarter and nine months ended June 30, 2024, respectively.