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Acquisitions
12 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
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, which is subject to a post closing working capital adjustment. 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 SPA includes a potential earnout payment of up to approximately $5 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 preliminary purchase price of the acquisition including the estimated earnout is $16.5. The Company has allocated the preliminary purchase price to the assets acquired and liabilities assumed, and has preliminarily 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. This goodwill has been allocated to the Auto Care segment as of September 30, 2024 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 and the production employees 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 as of September 30, 2024, which is attributable to the workforce acquired. The goodwill is deductible for tax purposes.
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 for a purchase price of EUR26.8, to be adjusted for closing net debt and working capital (APS NV Acquisition). The Company anticipates the acquisition will close during calendar year 2025, subject to regulatory approvals and other customary closing conditions.

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

Acquisition and Integration Costs- Acquisition and integration costs incurred during fiscal years 2024 relate to the Centralsul, Belgium, and APS NV acquisitions. Acquisition and integration costs in fiscal year 2022 related to integration costs from the Global Battery and Auto Care acquisitions acquired from Spectrum Holdings Inc. (Spectrum) in fiscal 2019. There were no acquisition and integration costs during the twelve months ended September 30, 2023.

Pre-tax acquisition and integration costs were $7.2 in the twelve months ended September 30, 2024. Pre-tax costs recorded in Costs of products sold included $3.1. The majority of these costs were 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 Belgium as part of the Belgium Acquisition. These costs were offset by $1.0 from producing inventory for APS Belgium under a transaction services agreement (TSA) entered into at the closing of the transaction which was recorded in Other items, net. No further income is expected from this TSA. The Company also recorded $5.1 of legal and diligence fees in Selling, general and administrative expenses (SG&A) related to acquisition and integration activities during the fiscal year.

Pre-tax acquisition and integration costs were $16.5 in the twelve months ended September 30, 2022. Pre-tax costs recorded in Costs of products sold were $6.0 which primarily related to facility exit and integration restructuring costs of $5.2 as discussed in Note 5, Restructuring. Pre-tax integration costs recorded in SG&A were $9.4 and primarily related to the integration of acquired information technology systems, consulting costs, and retention-related compensation costs. The Company also recorded $1.1 in Research and development related to the integration of these acquisitions.